Godrej Agrovet Ltd Directors Report.

Corporate Identity Number (CIN): L15410MH1991PLC135359 FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 TO THE MEMBERS:

Your Directors have pleasure in presenting the Directors Report along with the Audited Financial Statements for the Financial Year 2020-21.

1. FINANCIAL SUMMARY:

Your Companys Standalone and Consolidated performance during the Financial Year 2020-21 as compared with that of the previous Financial Year 2019-20 is summarized below:-

(Rs in Crore)

Particulars

Standalone Consolidated

2020-21 2019-20 2020-21 2019-20
Total Income 4,513.81 5,159.69 6,306.27 7,010.86
Profit Before Taxation & Exceptional Items 352.56 359.22 453.10 358.55
Add: Exceptional Items

-

-

-

(9.92)
Profit Before Taxation (PBT) 352.56 359.22 453.10 348.63
Less: Provision for Taxation 73.56 65.91 105.53 48.05
Profit After Taxation (PAT) 279.00 293.31 347.57 300.58

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY, ITS SUBSIDIARIES & JOINT VENTURES & OTHER ASSOCIATES:

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2020-21.

Businesses of the Company:

Animal Feed:

During the Financial Year 2020-21, the Animal Feed segment posted a strong growth in segment results, which grew by 24.12% year-on-year, mainly supported by favorable raw material prices and realisation of Research & Development (R&D) benefits. However, COVID-led lockdown adversely impacted the volumes and revenues in this segment. Demand for cattle, broiler and layer feed is directly dependent on demand for end protein products, namely, milk, chicken and eggs. HoReCa (Hotels, Restaurants and Catering) segment forms nearly 30%-35% of the consumption of the end protein products and demand from this segment significantly declined in the Financial Year 2020-21. As a result, overall segment volumes for feed declined by 13.07% year-on- year, and this coupled with soft commodity prices led to a 16.80% decline in segment revenues. However, fish feed and shrimp feed provided some respite and volumes and revenues grew for fish feed and shrimp feed year-on-year, despite the industry declining.

Crop Protection:

During the Financial Year 2020-21, standalone segment revenues and segment results in respect of the Crop Protection business were Rs 581.47 Crore and Rs 153.42 Crore, respectively, (Rs 567.72 Crore and Rs 153.84 Crore, respectively reported in the Financial Year 2019-20). The focus of the Company was to accelerate the collection and improve the working capital cycle in this segment. The collections increased by 27.00% year-on-year and the working capital cycle has also improved. Your Company also partnered with other leading agrochemical companies to increase the sale of its in-house herbicides.

Vegetable Oil:

The Vegetable Oil segment recorded segment revenues of Rs 710.04 Crore during the Financial Year 2020-21, as compared to revenues of Rs 673.50 Crore reported in the Financial Year 201920. Segment revenue growth was driven by an increase in prices of crude palm oil and palm kernel oil during the year under review. However, the segment results were impacted and declined to Rs 83.75 Crore from Rs 89.34 Crore during the Financial Year 2020 -21 due to lower arrival fresh fruit bunches and lower oil extract ratio.

Review of Operations / State of Affairs of Subsidiaries, Joint Ventures & Other Associates:

Your Company has interests in several businesses including dairy products, poultry, value-added vegetarian and nonvegetarian products, cattle breeding and dairy farming, through its Subsidiaries, Joint Ventures and other Associates.

According to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of our Subsidiaries, Associates and Joint Ventures in the Form AOC-1 is annexed and form part of the Financial Statement. The statement provides the details of the performance and financial position of each of the Subsidiaries, Associates and Joint Ventures. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the

Consolidated Financial Statements, Audited Accounts of all the Subsidiaries and other documents attached thereto are available on your Companys website: www.godrejagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company as follows:

A. Review of Operations / State of Affairs of the Subsidiaries and other Associates of the Company:

1. Godvet Agrochem Limited:

Godvet Agrochem Limited ("Godvet") is a wholly owned subsidiary of your Company. During the Financial Year 2020-21, Godvet recorded Profit Before Tax of Rs 3.76 Crore as compared to Profit Before Tax of Rs 0.82 Crore in the Financial Year 2019-20.

2. Astec LifeSciences Limited & its Subsidiaries:

Astec LifeSciences Limited ("Astec") manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 24 countries. During the Financial Year 2020-21, Astec recorded consolidated total income of Rs 562.79 Crore, representing a growth of 5.30% over the previous Financial Year. Profit before exceptional items and tax also increased to Rs 89.07 Crore, which is a growth of 45.18% year-on-year.

The Shareholding of the Company in Astec as on March 31,2021 was 1,22,04,016, i.e., 62.30% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 3 (three) subsidiaries during the Financial Year 2020-21:

(i) Behram Chemicals Private Limited:

During the Financial Year 2020-21, Behram Chemicals Private Limited reported a Profit Before Tax of Rs 0.09 Crore as compared to Profit Before Tax of Rs 0.08 Crore during the previous Financial Year 2019-20.

(ii) Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia):

During the Financial Year 2020-21, Comercializadora Agricola Agroastrachem Cia Ltda, reported a Profit/ Loss Before Tax of Rs 0.00* Crore as compared to Nil Profit Before Tax of during the previous Financial Year 2019-20.

* The amount reflected as "0.00" in Financial results are value with less than Rs 1 Lakh.

(iii) Astec Europe Sprl (Belgium, Europe):

During the Financial Year under review, Astec has sold off its equity stake in Astec Europe Sprl and consequently, Astec Europe Sprl ceases to be a subsidiary of Astec with effect from September 1, 2020. During the period ended August 31, 2020,

Astec Europe Sprl reported a Loss Before Tax of (Rs 0.0055 Crore), as compared to a Loss Before Tax of (Rs 0.0109 Crore) reported during the corresponding period last year.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited ("CDPL") is one of the leading private dairy companies in Southern India and its products are sold under the brand name ‘Godrej Jersey. During the Financial Year 2020-21, CDPL recorded a total income of Rs 1,038.65 Crore, representing a year-on-year decline of 13.42%. The demand for milk and milk products was impacted by lower demand from the HoReCa segment and lower out-of-home consumption. However, profitability benefited from lower procurement prices and lower fixed costs and CDPL recorded a Profit Before Tax of Rs 7.29 Crore in the current Financial Year 2020-21 vis-a-vis Rs 3.14 Crore in the previous year.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited ("GTFL") is engaged in the manufacturing of processed poultry and vegetarian products through its brands Real Good Chicken and Yummiez. GTFL is also engaged in the sale of live birds in the market. Your Company currently holds a 51.00% equity stake in GTFL.

During the Financial Year 2020-21, GTFL recorded a total income of Rs 604.22 Crore representing year-on-year growth of 17.10%. Further, GTFL posted a Profit Before Tax of Rs 22.67 Crore compared to a Loss Before Tax of (Rs 77.18 Crore) reported in the previous year. Growth in revenues and profitability is driven by the strong performance of the Live Bird and the Yummiez segments.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited ("GMPL") became a subsidiary of your Company in the Financial Year 2018-19. Your Company has increased its stake in GMPL to 74.90% in the Financial Year 2020-21 from 74.00% stake in the previous Financial Year.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion. For the Financial Year 2020-21, GMPL has reported a Loss Before Tax of (Rs 8.14 Crore) as compared with a Loss Before Tax of (Rs 7.80 Crore) in the previous year.

B. Review of Operations / State of Affairs of Joint Ventures (JVs):

(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (ACIGAVPL) recorded revenues of Rs 1,251.43 Crore during the Financial Year 2020-21 as compared with revenues of Rs 1,027.17 Crore during Financial Year 2019-20.

ACIGAVPL continues to remain amongst top players in all the feed categories it operates in Bangladesh.

(ii) Omnivore India Capital Trust:

The Company has an investment in the units of Omnivore India Capital Trust, a venture capital organization that invests in Indian start-ups developing breakthrough technologies for food and agriculture. This investment is considered as a joint venture as the Company participates in the key activities jointly with the Investment Manager.

C. Review of Operations / State of Affairs of Other Associates of the Company:

Al Rahba International Trading Limited Liability Company, United Arab Emirates (UAE):

Your Company currently has a 24.0% stake in Al Rahba International Trading Limited Liability Company ("Al Rahba"), an associate (with a 33.33% share in profits). The investment in Al Rahba appears as a part of current investment during the Financial Year 2020-21.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates. During the Financial Year 2020-21, your Company has obtained dual rating as follows:

Credit Rating by ICRA Limited

The credit rating granted by ICRA Limited to your Company has been re-affirmed at "[ICRA]AA Stable" with respect to Long Term Fund Based Bank facilities and "[ICRA]A1+ Stable" with respect to Short Term Fund Based facilities (including for Commercial Paper).

Credit Rating by CRISIL

The credit rating granted by CRISIL during the Financial Year 202021 to your Company is "CRISIL A1+ Stable" to the Commercial Papers of the Company.

4. INFORMATION SYSTEMS:

During the Financial Year 2020-21, in continuation of its digital journey, your Company has implemented the following technology solutions for itself and its Subsidiaries and Joint Ventures, in order to automate and improve upon business functions and processes:

- In view of the ongoing pandemic, to ensure seamless collaboration amongst employees and stakeholders, your Company has deployed collaboration tools like MS Teams, Zoom;

- Deployed all the necessary tools and technologies which are essential for accessing all business applications from anywhere in a secure manner;

- Deployed state-of-the-art network infrastructure at data center and end points to protect business critical systems from external cyber threats;

- Major focus on digital transformation and automation of business processes is underway to enhance productivity; and

- Analytical solutions based on latest tools and technologies are being implemented for improved business visibility and faster decision-making.

5. MANUFACTURING FACILITIES:

Your Company has several manufacturing facilities across the country, including but not limited to the following:-

Animal Feed:

Sachin (Surat - Gujarat), Miraj (Sangli - Maharashtra), Dhule (Maharashtra), Khanna (Ludhiana - Punjab), Ikolaha (Ludhiana - Punjab), Khurda (Orissa), Chandauli (Uttar Pradesh), Kharagpur (West Bengal), Erode (Tamil Nadu), Hajipur (Bihar), Tumkur (Karnataka), Medchal (Telangana) and Unnao (Uttar Pradesh).

Aqua Feed:

Hanuman Junction (Krishna District - Andhra Pradesh) and Kondapalli (Vijayawada - Andhra Pradesh)

Crop Protection Business:

Samba (Jammu & Kashmir) and Lote Parshuram (Ratnagiri - Maharashtra)

Vegetable Oils:

Ch. Pothepalli (West Godavari District - Andhra Pradesh), Chintampalli (West Godavari District - Andhra Pradesh), Seethanagaram (West Godavari District - Andhra Pradesh), Varanavasi (Ariyalur - Tamil Nadu), Valpoi (Sattari - Goa) and Kolasib (Mizoram)

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees.

During the pandemic year 2020-21, you Company undertook several measures to maintain high health and hygiene standards at the workplace. In the month of April 2020 itself, your Company announced the decision of not making any salary cuts as well as job cuts.

During the lockdown, your Company obtained necessary administrative approvals to operate the manufacturing facilities. All employees in the factories were provided complete support in terms of transport, stay, food as well as medical facilities. As a result, none of the factories witnessed mass COVID-19 infections. Your Company stayed connected with all employees regularly to provide them business updates, to enable work from home and address their concerns. All the leaders in the Company held periodic townhalls with their team members. In order to appreciate the work of employees during the pandemic, the Company launched a unique recognition programme - ‘Corona Warriors.

The employee pulse survey scores of your Company were healthy and employees expressed satisfaction over the measures adopted by the Company.

Your Company utilized the work from home period to upskill the employees. Employees were encouraged to undergo online courses from reputed firms in line with the individual development plans.

The retention levels of employees at all levels significantly improved during the year.

As on March 31, 2021, the total number of permanent employees were 2,637.

7. MATERIAL CHANGES AND COMMITMENTS SINCE THE FINANCIAL YEAR END:

The management of your Company has considered internal and certain external sources of information including economic forecasts and industry reports upto the date of approval of the financial statements in determining the impact on various elements of its financial statements. The management has used the principles of prudence in applying judgments, estimates and assumptions including sensitivity analysis and based on the current estimates, the management expects to fully recover the carrying amount of inventories, trade receivables, goodwill, intangible assets and investments. The eventual outcome of impact of the global health pandemic may be different from those estimated as on the date of approval of these financial statements.

8. DIVIDEND:

A. Proposed Dividend for the Financial Year 2020-21:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2020-21 at the rate of 80% (Eighty per cent), i.e., Rs 8/- (Rupees Eight Only) per Equity Share of Face Value of Rs 10/- (Rupees Ten Only) each, subject to the approval of the Shareholders at the ensuing 30th (Thirtieth) Annual General Meeting (AGM).

The Final Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Thursday, August 5, 2021 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Dividend Distribution Policy of the Company is appended as "Annexure-‘A" to this Boards Report and the same is also made available on the website of the Company. The same can be accessed on https:// www.godreiagrovet.com/sustainabilitv/codes-and-policies.

The Dividend payout for the Financial Year 2020-21 is in accordance with the Companys Dividend Distribution Policy.

B. Status of Dividend Declared for the Financial Year 2019-20:

At the 29th AGM of the Company held on July 31, 2020, the Company had declared a Final Dividend at the rate of 55% i.e. Rs 5.50 (Rupees Five and Paisa Fifty Only) per Equity Share, on the Equity Share Capital of the Company for the Financial Year 201920, aggregating to Rs 95,88,10,401/- (Rupees Ninety Five Crore Eighty Eight Lakh Ten Thousand Four Hundred and One Only).

As on March 31, 2021, Rs 95,85,20,021/- (Rupees Ninety Five Crore Eighty Five Lakh Twenty Thousand and Twenty One Only) was paid and Rs 2,90,380/- (Rupees Two Lakh Ninety Thousand Three Hundred and Eighty Only) is lying in Godrej Agrovet Limited - Unpaid & Unclaimed Account for the Financial Year 2019-20.

The dividend declared and paid for the Financial Year 2019-20 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Companys Dividend Distribution Policy.

9. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to any reserve during the Financial Year ended March 31, 2021.

10. SHARE CAPITAL:

Your Companys Equity Share Capital position as at the beginning of the Financial Year 2020-21 (i.e., as on April 1,2020) and as at the end of the said Financial Year (i.e., as on March 31, 2021) was as follows:-

Category of Share Capital

Authorized Share Capital

Issued, Subscribed & Paid-up Share Capital

No. of Shares Face Value Per Share (Rs) Total Amount O No. of Shares Face Value Per Share (Rs) Total Amount o
As on April 1,2020:
Equity 22,49,94,000 10 2,24,99,40,000 19,20,41,898 10 192,04,18,980
Preference 6,000 10 60,000 - - -
TOTAL 22,50,00,000 2,25,00,00,000 19,20,41,898 192,04,18,980
As on March 31,2021:
Equity 22,49,94,000 10 2,24,99,40,000 19,20,71,900 10 192,07,19,000
Preference 6,000 10 60,000 - - -
TOTAL 22,50,00,000 2,25,00,00,000 19,20,71,900 192,07,19,000

During the Financial Year under review, your Company has allotted 30,002 (Thirty Thousand and Two) Equity Shares of Face Value of Rs 10/- (Rupees Ten Only) each, pursuant to the exercise of stock options by the eligible employees of the Company under Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 (GAVL ESGS 2018).

The aforementioned allotted 30,002 (Thirty Thousand and Two) Equity Shares have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and rank pari passu with the existing Equity Shares of the Company.

11. EMPLOYEES STOCK GRANT SCHEME:

The details of the stock grants allotted under the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 ("GAVL ESGS 2018"), as disclosed in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, have been uploaded on the website of the Company at www.godreiagrovet.com.

The Nomination and Remuneration Committee of the Board of Directors administers and monitors the ESGS 2018. The Board of Directors confirm that the GAVL ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the resolution passed by the Shareholders. The Board further confirms that there have been no changes in the GAVL ESGS 2018 during the Financial Year 2020-21.

The Certificate received from B S R & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company, pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 will be available for inspection. Request for the same may please be sent by the Shareholders at gavl.secretarial@godreiagrovet.com.

12. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, [(i.e., deposits within the meaning of Rule 2(1 )(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2020-21.

13. HOLDING COMPANIES:

Your Company continues to be a subsidiary of Godrej Industries Limited ("GIL") as defined under Section 2(46) of the Companies Act, 2013. As on March 31,2021, the shareholding of GIL in your Company was 11,50,59,634 (Eleven Crore Fifty Lakh Fifty-Nine Thousand Six Hundred and Thirty Four) Equity Shares of Face Value of Rs 10/- (Rupees Ten Only) each, which is 59.90% of the Paid-up Equity Share Capital of the Company.

14. SUBSIDIARY COMPANIES:

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2020-21:-

i. Godvet Agrochem Limited:

A wholly-owned subsidiary of your Company throughout the Financial Year 2020-21.

ii. Astec LifeSciences Limited:

A subsidiary of your Company throughout the Financial Year 2020-21, in which your Company holds 62.30% of the Equity Share Capital as on March 31, 2021.

iii. Behram Chemicals Private Limited:

A subsidiary of Astec LifeSciences Limited throughout the Financial Year 2020-21, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2021.

iv. Comercializadora Agricola Agroastrachem Cia Ltda (Bogota Columbia):

A wholly-owned subsidiary of Astec LifeSciences Limited throughout the Financial Year 2020-21.

v. Astec Europe Sprl (Belgium, Europe):

A subsidiary of Astec LifeSciences Limited upto August 31, 2020, in which Astec LifeSciences Limited was holding 50.10%.

vi. Creamline Dairy Products Limited:

A subsidiary of your Company throughout the Financial Year 2020-21, in which your Company holds 51.91% as on March 31, 2021.

Creamline Dairy Products Limited is an Unlisted Material Subsidiary of your Company as on March 31, 2021, as per Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vii. Godrej Tyson Foods Limited:

A subsidiary of your Company throughout the Financial Year 2020-21, in which your Company holds 51.00% as on March 31, 2021.

viii. Godrej Maxximilk Private Limited:

A subsidiary of your Company throughout the Financial Year 2020-21, in which your Company holds 74.90% as on March 31, 2021.

During the year under review, on July 1, 2020, your Company acquired additional 0.90% of the Paid-up Equity Share Capital of Godrej Maxximilk Private Limited, increasing its equity shareholding from 74.00 % to 74.90%.

15. JOINT VENTURE COMPANY:

ACI Godrej Agrovet Private Limited, Bangladesh

Your Company holds 50% of the Paid-up Equity Share Capital in ACI Godrej Agrovet Private Limited ("ACIGAVPL") (a body corporate incorporated in and under the laws of Bangladesh), while the remaining 50% of the Paid-up Equity Share Capital in ACIGAVPL is held by Advanced Chemical Industries (ACI) Limited, Bangladesh, pursuant to a Joint Venture arrangement.

16. ASSOCIATE COMPANIES:

Al Rahba International Trading LLC, Abu Dhabi, United Arab Emirates (UAE)

Your Company has 33.33% profit share and 24% shareholding in Al Rahba International Trading LLC, Abu Dhabi, United Arab Emirates (UAE).

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2020-21, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors.

18. DISCLOSURES AS PER THE COMPANIES (ACCOUNTS) RULES, 2014:

Sr. Particulars No. Remarks
1. Change in Nature of Business, if any None
2. Details of Directors / Key Managerial Personnel (KMP) who were appointed or have resigned during the Financial Year 2020-21
Sr. Name of Director No. Date of Appointment/ Resignation
a) Mr. Vijay M. Crishna Mr. Vijay M. Crishna ceased to be a Director (Non-Executive & Non-Independent) of the Company with effect from March 8, 2020, due to attainment of age of 75 years, pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Vijay M. Crishna was appointed as an "Additional Director" (Non-Executive & NonIndependent Director) by the Board of Directors of the Company at its Meeting held on May 11, 2020.
The Shareholders of the Company at their 29th Annual General Meeting held on July 31, 2020, appointed Mr. Vijay M. Crishna as a "Non-Executive & Non-Independent Director" of the Company by passing a Special Resolution under Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b) Mr. Kavas N. Petigara Mr. Kavas N. Petigara ceased to be a Director (Non-Executive & Independent) of the Company with effect from April 1, 2021 on account of his resignation due to personal reasons.
3. Names of Companies which have become or have ceased to be Subsidiaries, Joint Ventures or Associate Companies during the Financial Year 2020-21. During the Financial Year 2020-21, Astec Europe Sprl (Belgium, Europe) ceased to be a step-down subsidiary of your Company with effect from September 1, 2020 due to sale of equity stake by Astec LifeSciences Limited in Astec Europe Sprl on August 31,2020.
4. Details of Deposits covered under Chapter V of the Companies Act, 2013 Accepted during the year: Nil Remained unpaid or unclaimed during the year: Nil
Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved:
a. At the beginning of the year: Nil
b. Maximum during the year: Nil
c. At the end of the year: Nil
Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: None
5. Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and the Companys operations in future. During the Financial Year 2020-21, no significant and material orders have been passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.
6. Details in respect of Adequacy of Internal Financial Controls with reference to the Financial Statement. In the opinion of the Board of Directors, adequate internal control checks are available with reference to the Financial Statements.
7. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the year along with their status as at the end of the Financial Year. During the Financial Year 2020-21, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016. As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.
8. The details of difference between the amount of valuation at the time of One-time settlement and the valuation done at the time of taking a loan from the Banks or Financial Institutions along with the reasons thereof. During the Financial Year 2020-21, the Company has not made any settlement with its Bankers for any loan/facility availed and/or still in existence.

19. ANNUAL RETURN:

Pursuant to the Companies (Management and Administration) Amendment Rules, 2020, a Company is not required to attach the Extract of the Annual Return with the Directors Report in Form No. MGT-9, in case the web link of such Annual Return has been disclosed in the Boards Report in accordance with Section 92(3) of the Companies Act, 2013.

A copy of the Annual Return is placed on the website of your Company at https://www.godreiagrovet.com/investors/annual-reports.

20. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2021:

1. Mr. Nadir. B. Godrej (Chairman, Non-Executive & Non-Independent Director)
2. Mr. Jamshyd N. Godrej (#) (Non-Executive Director & Non-Independent Director)
3. Mr. Vijay M. Crishna (*) (Non-Executive Director & Non-Independent Director)
4. Ms. Tanya A. Dubash (Non-Executive Director & Non-Independent Director)
5. Ms. Nisaba Godrej (Non-Executive Director & Non-Independent Director)
6. Mr. Pirojsha Godrej (#) (Non-Executive Director & Non-Independent Director)
7. Mr. Balram S. Yadav (Managing Director)
8. Mr. Kavas N. Petigara (A) (Independent Director)
9. Dr. Raghunath A. Mashelkar (Independent Director)
10. Dr. Ritu Anand (Independent Director)
11. Ms. Aditi Kothari Desai (Independent Director)
12. Ms. Roopa Purushothaman (Independent Director)
13. Mr. Natarajan Srinivasan (Independent Director)
14. Mr. Kannan Sitaram (Independent Director)

(*) The Board of Directors, at its Meeting held on May 11, 2020, approved the appointment of Mr. Vijay M. Crishna as an "Additional Director" of the Company, and the Shareholders, at their 29th Annual General Meeting of the Company held on July 31,2020, approved the appointment of Mr. Vijay M. Crishna as a "Non-Executive, Non-Independent Director" by passing a Special Resolution, pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(A) Mr. Kavas N. Petigara ceased to be a Director (Non-Executive & Independent Director) of the Company with effect from April 1, 2021 on account of his resignation due to personal reasons.

(#)Mr. Jamshyd N. Godrej (DIN: 00076250) and Mr. Pirojsha Godrej (DIN: 00432983), Non-Executive & Non-Independent Directors of the Company will retire by rotation at the ensuing 30th (Thirtieth) Annual General Meeting ("AGM") of the Company, in accordance with the provisions of the Section 152 of Companies Act, 2013 and being eligible, offer themselves for re-appointment.

Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 7, 2021, has appointed Dr. Ashok Gulati as an "Additional Director" (Non-Executive & Independent Director) of the Company, subject to the approval of the Shareholders at the ensuing 30th AGM.

21. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2020-21:-

1. Mr. Balram S. Yadav (Managing Director)
2. Mr. S. Varadaraj (Chief Financial Officer & Head - Legal & IT)
3. Mr. Vivek Raizada (Head - Legal & Company Secretary & Compliance Officer)

22. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

In order to ensure compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable provisions, the Nomination and Remuneration Committee of the Board of the Directors of your Company has formulated a Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of your Company has been made available on website of the Company at the weblink https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

The criteria for determining qualifications, positive attributes and independence of Directors is given in "ANNEXURE - ‘B" to this Boards Report.

23. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

As on March 31, 2021, the following Directors on your Companys Board were Independent Directors:

1. Mr. Kavas N. Petigara*

2. Dr. Raghunath A. Mashelkar

3. Dr. Ritu Anand

4. Ms. Aditi Kothari Desai

5. Ms. Roopa Purushothaman

6. Mr. Natarajan Srinivasan

7. Mr. Kannan Sitaram

* Mr. Kavas N. Petigara ceased to be a Director (Non-Executive & Independent Director) of the Company with effect from April 1, 2021 on account of his resignation due to personal reasons.

Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 7, 2021, has appointed Dr. Ashok Gulati as an "Additional Director" (Non-Executive & Independent) of the Company, subject to the approval of the Shareholders at the ensuing 30th Annual General Meeting.

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all the Independent Directors of your Company (except Mr. Kavas N. Petigara who ceased to be an Independent Director of the Company with effect from April 1, 2021), pursuant to Section 149(6) of the Companies Act, 2013, as amended from time to time and after undertaking due assessment of the veracity of the same, the Board is of the opinion that the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The Certificates of Independence received from all the Independent Directors have been duly noted by the Board at its Meeting held on May 7, 2021.

All the Independent Directors of your Company are registered with the Indian Institute of Corporate Affairs, Manesar ("IICA") and have their name included in the ‘Independent Directors Data Bank maintained by the IICA.

The details of familiarization programme attended by the Independent Directors during the Financial Year 2020-21 are available on the website of the Company at the weblink https:// www.godreiagrovet.com/investors/compliance.

24. STATEMENT OF THE BOARD OF DIRECTORS WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE FINANCIAL YEAR 2020-21:

During the Financial Year 2020-21, no new Independent Director was appointed and/or re-appointed in your Company.

Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 7, 2021, has appointed Dr. Ashok Gulati as an "Additional Director" (Non-Executive & Independent Director) of the Company, subject to the approval of the Shareholders at the ensuing 30th Annual General Meeting.

In the opinion of the Board of Directors of your Company, all the Independent Directors (including Dr. Ashok Gulati) possess the requisite integrity, expertise and experience.

25. MEETINGS OF THE BOARD OF DIRECTORS:

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance in order to help them plan their schedule. However, in case of special and urgent business needs, approval is taken either by convening Meetings at a shorter notice with consent of all the Directors or by passing a Resolution by Circulation.

There were 5 (Five) Meetings of the Board of Directors held during the Financial Year 2020-21 (i.e., May 11, 2020, July 31, 2020, September 28, 2020, November 4, 2020 and February 4, 2021).

The maximum gap between any two consecutive Board Meetings did not exceed 120 (One Hundred and Twenty) days.

26. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors.

The Audit Committee comprised of the following Members as on March 31,2021:-

1. Mr. Kavas N. Petigara (*) (Chairman, Non-Executive & Independent Director)
2. Dr. Ritu Anand (Member, Non-Executive & Independent Director)
3. Ms. Aditi Kothari Desai (Member, Non-Executive & Independent Director)
4. Mr. Balram S. Yadav (Member, Managing Director)

(*) Mr. Kavas N. Petigara ceased to be a Director (Non-Executive & Independent Director) of the Company with effect from April 1, 2021.

Mr. Natarajan Srinivasan, Non-Executive & Independent Director has been inducted as the Chairman of the Audit Committee with effect from April 23, 2021.

There were 5 (Five) Meetings of the Audit Committee of the Board of Directors held during the Financial Year 2020-21, (i.e., on May 11, 2020, July 31, 2020, September 28, 2020, November 4, 2020 and February 4, 2021).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee.

During the Financial Year 2020-21, the Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board. There were no instances where the recommendations were not accepted.

27. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors.

The Nomination and Remuneration Committee comprises of the following Members as on March 31,2021:-

1. Dr. Ritu Anand (Chairperson, Non-Executive & Independent Director)
2. Ms. Roopa Purushothaman (Member, Non-Executive & Independent Director)
3. Ms. Nisaba Godrej (Member, Non-Executive & Non-Independent Director)

There was 1 (One) Meeting of the Nomination and Remuneration Committee held during the Financial Year 2020-21 (i.e., on May 11, 2020).

28. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders Relationship Committee of the Board of Directors, comprising of the following Members as on March 31, 2021:-

1. Mr. Nadir B. Godrej (Chairman, Non-Executive & Non-Independent Director)
2. Mr. Balram S. Yadav (Member, Managing Director)
3. Mr. Natarajan Srinivasan (Member, Non-Executive & Independent Director)

There was 1 (One) Meeting of the Stakeholders Relationship Committee held during the Financial Year 2020-21 (i.e., on November 4, 2020).

29. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE & CSR POLICY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors.

The CSR Committee comprises of the following Members as on March 31, 2021:-

1. Dr. Raghunath A. Mashelkar (Chairman, Non-Executive & Independent Director)
2. Mr. Nadir B. Godrej (Member, Non-Executive & Non-Independent Director)
3. Mr. Balram S. Yadav (Member, Managing Director)
4. Ms. Roopa Purushothaman (Member, Non-Executive & Independent Director)

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2020-21 (i.e., on May 11,2020 and November 4, 2020).

Areas of CSR Expenditure:

Your Company is committed to the Godrej Groups ‘Good & Green vision of creating a more inclusive and greener India. Your Companys strategic Corporate Social Responsibility (CSR) Projects, undertaken as part of its overall sustainability framework, actively work towards the Godrej Groups Good & Green goals and have helped the Company carve out a reputation for being one of the most committed and responsible companies in the industry.

The CSR Policy of your Company is available on the website of the Company at the weblink https://www.godreiagrovet.com/ sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2020-21, your Company was required to spend Rs 6.22 Crore towards CSR activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly, the Companys CSR spending for the Financial Year 2020-21 was Rs 6.28 Crore.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2020-21, is annexed herewith as "Annexure C".

Your Company has amended the CSR Policy with effect from April 1,2021, at the respective Meetings of the CSR Committee and the Board of Directors held on May 7, 2021, in accordance with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, notified by the Ministry of Corporate Affairs (MCA) on January 22, 2021.

30. RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Members, as on March 31,2021:-

1. Mr. Nadir B. Godrej (Chairman, Non-Executive & Non-Independent Director)
2. Mr. Balram S. Yadav (Member, Managing Director)
3. Mr. Natarajan Srinivasan (Member, Non-Executive & Independent Director)

There was 1 (One) Meeting of the Risk Management Committee held during the Financial Year 2020-21 (i.e., on February 4, 2021).

The Company has developed and implemented a Risk Management Policy and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.

Your Company continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as production, insurance, legal and other issues like health, safety and environment.

Your Company endeavors to become aware of different kinds of business risks and bring together elements of best practices for risk management in relation to existing and emerging risks. Rather than avoiding these risks, the decision-making process at your Company considers it appropriate to take fair and reasonable risk which also enables your Company to effectively leverage market opportunities.

The Board determines the fair and reasonable extent of principal risks that your Company is willing to take to achieve its strategic objectives. With the support of the Audit Committee, it carries out a review of the effectiveness of your Companys risk management process covering all material risks.

Your Company has substantial operations spread almost all over the country and its competitive position is influenced by the economic, regulatory and political situations and actions of the competitors.

31. MANAGING COMMITTEE:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company:

The Managing Committee comprises of the following Members as on March 31,2021:

1. Mr. Nadir B. Godrej (Chairman, Non-Executive & Non-Independent Director)
2. Ms. Nisaba Godrej (Member, Non-Executive & Non-Independent Director)
3. Mr. Pirojsha Godrej (Member, Non-Executive & Non-Independent Director)
4. Mr. Balram S. Yadav (Member, Managing Director)

The Managing Committee met 7 (Seven) times during the Financial Year 2020-21, (i.e., on May 11, 2020, May 22, 2020, September 10, 2020, November 4, 2020, December 10, 2020, January 27, 2021 and February 4, 2021).

32. STRATEGY COMMITTEE:

Your Company had constituted a Strategy Committee of the Board of Directors, comprising of the following Members, as on March 31,2021:

1. Mr. Nadir B. Godrej (Chairman, Non-Executive & Non-Independent Director)
2. Mr. Kavas N. Petigara* (Member, Non-Executive & Independent Director)
3. Mr. Balram S. Yadav (Member, Managing Director)

* Mr. Kavas N. Petigara ceased to be a Director (Non-Executive & Independent Director) of the Company with effect from April 1, 2021.

The Strategy Committee did not meet during the Financial Year 2020-21, as there was no substantial matter for their consideration.

The Board of Directors, at its Meeting held on May 7, 2021, has dissolved the Strategy Committee with immediate effect.

33. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2020-21, i.e., on May 11, 2020, pursuant to Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

The discussion at the Meeting of the Independent Directors was conducted without the presence of the Chairman, Managing Director, Non-Executive Directors, Chief Financial Officer and the Company Secretary & Compliance Officer of the Company.

34. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy ("the Policy") as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization 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 your Companys Directors and employees and it is available on the internal employee portal and the website of your Company www.godreiagrovet.com. 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 of the Audit Committee, as stated in the Policy.

To support its people to overcome their ethical dilemmas and raise an ethical concern freely "Speak-up" was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors, distributors and consultants to easily raise their ethical concerns in any of the following ways:

• Log on to the web portal

• Dial the hotline number

• Write to the ethics e-mail id

• Reach out to the Whistle Blowing Officer.

While raising a concern, the person can choose to remain anonymous. "Speak-up" ensures to maintain confidentiality for genuine concerns.

The Audit Committee reviews reports made under this Policy and implements corrective actions, wherever necessary.

35. PERFORMANCE EVALUATION:

The Board of Directors of your Company has carried out an Annual Performance Evaluation of its own, the Directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Board as a whole, the Chairman and NonIndependent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared after taking into consideration various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The confidential online questionnaire was responded to by the Directors and vital feedback was received from them on how the Board currently operates and how it can enhance its effectiveness.

The Board of Directors has expressed its satisfaction with the evaluation process.

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE:

Your Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation.

The Board of Directors of your Company has constituted Internal Complaints Committees (ICCs) at Head Office as well as regional levels, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The ICC at the Head Office level comprised of the following Members as on March 31, 2021:

1. Ms. Chhavi Agarwal (Chairperson)
2. Mr. S. Varadaraj (Member)
3. Mr. Salil Chinchore (Member)
4. Ms. Apurva Rao (Member)
5. Ms. Sharmila Kher (External Member)

The Company has formulated and circulated to all the employees, a Policy on Prevention of Sexual Harassment at Workplace ("POSH Policy"), which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and disposed 2 (Two) cases under the POSH Policy during the Financial Year 2020-21.

37. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2020-21, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

38. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2020-21, have been provided in the Notes to the Standalone Financial Statement.

39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2020-21 were on arms length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Attention of Shareholders is also drawn to the disclosure of transactions with related parties set out in Note No. 54 of the Standalone Financial Statements, forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

During the Financial Year 2020-21, the Company has entered into a transaction with Godrej Properties Limited ("GPL"), a Related Party, for sale of a land/s admeasuring 17 Acres and 16 Guntas (approx.) situated at Tiruvaranga Village, Bagur Village, Anugondanahalli, Hobli, Hoskote Taluka, Bangalore Rural District, Karnataka, for an aggregate consideration of Rs 15.32 Crore (Rupees Fifteen Crore and Thirty Two Lakh Only).

The aforementioned transaction was not in ordinary course of business of the Company, however, was entered at an arms length price.

40. FRAUD REPORTING:

During the Financial Year 2020-21, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

41. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS:

Your Company is committed to constantly improving the effectiveness of internal financial controls and processes for efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board of Directors, the internal financial control system of your Company is commensurate with the size, scale and complexity of business operations of your Company.

Further, the internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors and were operating effectively during the Financial Year 2020-21.

The Company has a proper system of internal controls to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

Your Companys Corporate Audit & Assurance Department, issues well-documented operating procedures and authorities, with adequate in-built controls at the beginning of any activity and during the continuation of the process or if there is a major change.

The internal control is supplemented by an extensive programme of internal audits, 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 statements and other data and for maintaining accountability of assets.

There were 5 (Five) Meetings of the Audit Committee of the Board of Directors held during the Financial Year 2020-21, with at least 1 (One) meeting in each quarter. The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. The Board of Directors noted the observations and accepted the recommendations of the Audit Committee.

42. DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER / PROMOTER GROUP:

Transactions with persons or entities belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company as required under Schedule V Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the accompanying Financial Statements.

43. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that:-

a) in the preparation of the Annual Financial Statements for the Financial Year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 (i.e., March 31, 2021) and of the profit and loss of the Company for that period (i.e., the Financial Year 2020-21);

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 Financial Statements on a going concern basis;

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

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

44. CORPORATE GOVERNANCE:

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), a detailed report on Corporate Governance forms part of this Annual Report.

M/s. BNP & Associates, Company Secretaries have certified the Companys compliance requirements of Corporate Governance in terms of Regulation 34 of the SEBI Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

45. STATUTORY AUDITORS:

B S R & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) have been appointed as the Statutory Auditors of the Company at the 26th (Twenty-Sixth) Annual General Meeting ("AGM") of the Shareholders of the Company held on August 4, 2017, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, for a term of 5 (Five) years, to hold office from the conclusion of the 26th (Twenty-Sixth) AGM, till the conclusion of the 31st (Thirty-First) AGM.

Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017, effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors was withdrawn from Companies Act, 2013. However, the Members of the Company at the 27th (Twenty-Seventh) AGM held on August 9, 2018, had approved ratification of appointment of B S R & Co. LLP as the Statutory Auditors of the Company for the remaining period, i.e., from the conclusion of the 27th (Twenty Seventh) AGM, till the conclusion of the 31st (Thirty-First) AGM. Therefore, the approval of the Members for continuance of their appointment at this AGM is not being sought.

The Statutory Auditors Report on the Financial Statements for the Financial Year ended March 31, 2021, does not contain any qualification, reservation, adverse remark or disclaimer.

46. COST RECORDS AND COST AUDITORS:

M/s. P M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) have been appointed by the Board of Directors at its Meeting held on May 7, 2021, as the Cost Auditors of the Company for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, for the Financial Year 2021-22. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 30th Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has made and maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, for the Financial Year 2020 21.

47. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company, at its Meeting held on May 7, 2021, has appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.: P2014MH037400), who have provided their consent and confirmed their eligibility to act as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the Financial Year 2021-22, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by the Secretarial Auditors for the Financial Year 2020-21 is annexed as "ANNEXURE-‘D" to this Boards Report.

Further, pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations"), Creamline Dairy Products Limited ("CDPL") is an Unlisted Material Subsidiary of your Company and the Secretarial Audit Report submitted by the Secretarial Auditors of CDPL is also annexed as "ANNEXURE - ‘E" to this Boards Report.

48. RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Statutory Audit Report on the Financial Statements for the Financial Year 2020-21.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2020-21.

49. LISTING FEES:

Your Company has paid requisite Annual Listing Fees to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) where its securities are listed.

50. DEPOSITORY SYSTEM:

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

51. RESEARCH AND DEVELOPMENT (R&D):

Your Company continues to focus on R&D initiatives and strongly believes that productive R&D is a key ingredient for success.

52. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors Report is given in the "ANNEXURE- ‘F" to this Directors Report.

53. POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") have mandated the formulation of certain policies for all listed companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Companys website at the weblink: https://www.godreiagrovet.com/sustainabilitv/ codes-and-policies.

The key policies that have been adopted by your Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the SEBI Listing Regulations and other applicable laws, are as follows:

Sr. No. Name of the Policy Brief Particulars of the Policy
1. Risk Management Policy The Company has in place, a Risk Management Policy which is framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate risk management infrastructure capable of addressing these risks.
The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.
2. Corporate Social Responsibility Policy The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company in fulfilment of its Corporate Social Responsibility, which has been approved by the Board.
This Policy outlines the Companys strategy to bring about a positive impact on society through activities and programmes relating to education, sanitation, environment, etc.
3. Policy for determining Material Subsidiaries This Policy is used to determine the material subsidiaries and material unlisted Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c), Regulation 24 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, from time to time.
As on March 31,2021, Creamline Dairy Products Limited is a material unlisted subsidiary of your Company.
4. Nomination and Remuneration Policy This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director (Executive / Non-Executive / Independent) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
5. Policy to promote Board Diversity This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
6. Whistle Blower Policy / Vigil Mechanism Your Company has a Vigil Mechanism/ Whistle Blower Policy. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
7. Human Rights Policy Your Company has in place, a Human Rights Policy which demonstrates the Companys commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.
8. Policy on Prevention of Sexual Harassment at Workplace Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
9. Policy on Related Party Transactions This Policy regulates all transactions between the Company and its Related Parties.
10. Code of Conduct for the Board of Directors and Senior Management Personnel Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code as mentioned hereinabove during the Financial Year 2020-21.
11. Code of Conduct for Prevention of Insider Trading This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
12. Policy on Criteria for determining Materiality of Events This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
13. Policy for Maintenance and Preservation of Documents The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
14. Archival Policy This Policy is framed pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulation"). As per this Policy, your Company is required to disclose on its website, all such events or information which have been disclosed to the Stock Exchanges under Regulation 30 of the SEBI Listing Regulations, where the securities of the Company are listed. Further, such disclosures shall be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter as per Archival Policy of the Company.
15. Dividend Distribution Policy This Policy is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The focus of the Company is to have a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect.
16. Policy for Inquiry in case of Leak of Unpublished Price Sensitive Information ("UPSI") This Policy is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The focus of the Company is to have a Policy in place to strengthen the Internal Control System and prevent leak of UPSI. This Policy also aims to have a uniform Code to curb unethical practices of sharing UPSI by insiders, employees and designated persons with any other person without a legitimate purpose.
17. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI") The Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Companys securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.

54. SECRETARIAL STANDARDS:

Your Company is in compliances with the Secretarial Standards on Meetings of the Board of Directors (SS-1), Secretarial Standards on General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI).

55. BUSINESS RESPONSIBILITY REPORT:

The Company has prepared its Business Responsibility Report for the Financial Year 2020-21, in accordance with of Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective. The said Report is prepared in accordance with the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) notified by the Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and forms part of this Annual Report.

56. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2020-21 was in accordance with the Nomination and Remuneration Policy of the Company.

The disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as "ANNEXURE-G" to this Boards Report.

57. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197 of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders upto the date of the ensuing 30th (Thirtieth) Annual General Meeting. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at gavl.secretarial@ godreiagrovet.com.

However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Shareholders, excluding the disclosure as mentioned above.

58. ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Annual Financial Statements. The Notes to the Financial Statements referred to the Auditors Report are self-explanatory and therefore do not call for any further explanation.

The Consolidated Financial Statements of your Company form part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiaries.

The Audited Annual Financial Statements and related information of the Companys subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at gavl.secretarial@godreiagrovet.com.

The Subsidiary Companies Audited Financial Statements are also available on the Companys website www.godreiagrovet.com, pursuant to Section 136 of the Companies Act, 2013.

59. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

Pursuant to Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of 7 (Seven) years. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF till the date of this Report.

60. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2020-21, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

61. CAUTIONARY STATEMENT:

Statements in the Boards Report and the Management Discussion and Analysis Report describing the Companys obiectives, proiections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Companys operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

62. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies.

Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, bankers and other business partners for excellent support received from them during the Financial Year under review.

Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

For and on behalf of the Board of Directors of
Godrej Agrovet Limited
Sd/-
Nadir B. Godrej
Date: May 7, 2021 Chairman
Place: Mumbai (DIN: 00066195)