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Gillette India Ltd.

BSE: 507815 | NSE: GILLETTE |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE322A01010 | SECTOR: Personal Care

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

The Directors have the pleasure of presenting the 34th Annual Report and the Audited Financial Statements of the Company for the Financial Year ended June 30, 2018.

FINANCIAL RESULTS

(Figures in Rs. Crores)

2017-18

2016-17

Revenue from operations

1 677

1 788

Profit before tax

345

374

Profit after tax

229

253

FINANCIAL YEAR

The Company continues to follow its Financial Year as July 1st to June 30th, pursuant to the approval received from the Company Law Board in terms of Section 2 (41) of the Companies Act, 2013.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs.23 per Equity Share for the Financial Year ended June 30, 2018.

BUSINESS PERFORMANCE

Your Company delivered another strong year with Sales of Rs.1,677 crores and Profit After Tax (PAT) of Rs.229 crores for the Financial Year 2017-18. Sales grew 7% versus year ago on comparable* basis. The reported sales were down 6% versus year ago due to changes in the treatment of indirect taxes post implementation of GST.

Both the Grooming and Oral Care businesses delivered strong comparable sales growth, ahead of market behind strong brand fundamentals, strength of the portfolio and improved in-store execution.

GROOMING

In the Men’s Grooming business, Gillette continues to be the market leader. Our irresistible superiority on product and commercial innovations continued to add millions of new users to the Gillette franchise.

On Gillette Mach3, India’s leading premium system razor, we strengthened brand fundamentals and step changed the go-to-market plans. Gillette Guard, our pioneering entry-level system, registered its strongest year on value, volume and share growth, since its launch in 2010, behind strong awareness, activation and go-to-market plans.

In the brand’s female portfolio, we launched a new product ‘Simply Venus’, a 3-blade disposable razor at an affordable price to cater to the grooming needs of female consumers. As a result of key interventions across the Gillette portfolio; this year we recorded our highest market share increase across the Blades and Razors category in a single Financial Year.

Gillette Double Edge blades continued to grow primarily led by 7-o’clock and Wilkinson Sword brands.

ORAL CARE

After a challenging Financial Year 2016-17, Oral-B delivered extremely strong results in Financial Year 2017-18 growing volume share, value share and penetration for the brand. We had strong, broad based results across different brush tiers. In the premium tier we upgraded the packaging to establish superiority and corrected the price of our brushes to ensure we are intentionally up-tiering consumers from entry & mid-tier. We also expanded the trial of our Electric rechargeable toothbrushes working closely with our dentist partnership team and our e-commerce players. In mid-tier, we step changed our proposition behind meaningful innovations like Cavity Defense Black and the launch of India’s first Neem infused toothbrush. These innovations coupled with extremely strong go-to-market execution were received extremely well by the consumers and trade helping us to grow significantly ahead of the category.

We continued to leverage our targeted trial programs and deeper distribution plans enabling more consumers to have access to superior Oral-B brushes.

Your Company continued its partnership with dentists, to promote oral health awareness via the free dental checkup program. Oral-B manual brushes continued to be the most recommended and used toothbrush brand among dentists in India (based on survey of representative dentists sample in India).

CORPORATE SOCIAL RESPONSIBILITY

The only way to build a sustainable business is to improve lives

For your Company, sustainability means making every day better for people through how we innovate and how we act. As a responsible corporate citizen, we have built sustainability into the way we operate and grow our brands to conserve natural resources and make a difference to communities across the world. This strategy has inspired an enduring CSR strategy supported by two pillars - P&G Shiksha and Timely Disaster Relief. While P&G Shiksha provides children from underprivileged backgrounds with an access to a holistic education, your Company’s disaster relief activities aim to rehabilitate and empower the victims of natural disasters by providing them with daily essential commodities and safe drinking water.

Through your Company’s signature corporate sustainability program P&G Shiksha, till date we have supported over 1800 ( 300 since last year) schools across the country that will impact the lives of over 1.4 million ( 200,000 since last year) children, in partnership with a number of NGOs / organizations like — Round Table India (RTI), Pratham, Education Initiatives, amongst others. These partners serve as specialists, lending their expertise to particular aspects of the education system. For example, the NGO RTI is dedicated towards constructing educational infrastructure and supporting schools across India. Pratham has special expertise in remedial learning to help bring children up to speed with the learning levels in their curriculum. Education Initiatives (EI) has expertise in computer assisted learning software to improve learning levels among children.

Since its commencement in 2005, P&G Shiksha has also empowered consumers to contribute towards the education of underprivileged children by making conscious brand choices. This has enabled your Company to share a part of the sales towards this movement. P&G Shiksha has till date made a cumulative donation of over Rs.80 crores towards building new schools, providing critical infrastructural amenities at existing schools or reviving non-operational government schools.

A key area of our intervention is Remedial Learning. We have partnered with Pratham Education Foundation to improve the learning outcomes and bridge the existing gap between current and existing learning levels. The results on remedial learning were phenomenal; we reached out to more than 670 schools and over 24,000 children; and saw the learning levels in the children rise at the end of the year following our interventions. Before the intervention, around 20% children in these schools were able to read and write as per their curriculum level, which increased to around 70% after our intervention. Similarly, there was more than a twofold increase in the percentage of children who were able to do basic arithmetic after our intervention.

Two years ago, P&G Shiksha entered into a partnership with Education Initiatives (El) and Government of Rajasthan to implement Mindspark, a computer based adaptive learning solution that integrates pedagogy, teacher instruction and a learning management system to help students learn better. The tool analyses the learning levels of the students in language and mathematics by presenting them with questions in increasing level of difficulty. On answering incorrectly, the student is provided a simple or detailed explanation, or is redirected to questions that strengthen the basic understanding. The program was implemented in 30 government schools in Rajasthan where over 6700 students spent over 10,000 hours learning using Mindspark. Post the intervention, the learning levels among students using Mindspark improved two-fold compared to the control group. The tool also provides teachers with information on the progress and learning levels of students which is used for effective classroom management and instruction.

Your Company continued to impact the communities around its plants in a holistic manner throughout the Financial Year. At about 20 km from the Bhiwadi Plant, in association with IBTADA, a local NGO, P&G Shiksha continues its association with a local school to promote the education of girl children in Gwalda village. The students are provided holistic support in the form of uniforms, library, meals, infrastructure, recreational activities & study tours. For the fourth consecutive year, the program was recognized with the prestigious Bhamashah award by the Rajasthan Government for outstanding contribution in promoting education and creating a transformational change in the lives of young girl children.

We are encouraged by the results on our new areas of focus in 2017-18 and P&G Shiksha is all set to build on and strengthen the its efforts in 2018-19. Since the government has highlighted ‘quality of education’ as one of the key focus areas for country’s growth in the next decade, your Company is well poised to play an active role in the India Success Story.

Your Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report annexed to this report.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure I to this Report.

ENVIRONMENTAL SUSTAINABILITY AND CONSERVATION OF ENERGY

Environmental sustainability is embedded in our Purpose, Values, Principles, and our business. To improve lives, now and for generations to come, we ensure that our products, packaging and operations are safe for employees, consumers and the environment. We ensure this with a focus on technologies, processes and improvements that matter for the environment.

Your Company’s Head Office at Mumbai reduced its annual energy consumption by over 23.5% over the last 15 years. Your Company’s Bhiwadi and Baddi plants are ‘zero waste to landfill’ sites which means that there is no manufacturing discharge into the environment. The plants are leveraging technology, experts, employees and renewable sources of energy to reduce our overall footprint and make our operations more sustainable. In addition to this, the Bhiwadi plant took several employee engagement initiatives to further drive an energy saving mindset. In the last 5 years, all the footprints (energy & water usage per unit of production, emissions and waste generated per units of production) have been reduced by more than 50% through different interventions. We also engage with employees and surrounding communities to make a difference through awareness initiatives and tree plantation drives.

For your Company, sustainability inspires and guides everything. Moreover, we ensure environment friendly practices at our sites. These include reduction in power consumption, optimal water consumption and eliminating excess use of paper.

TECHNOLOGY ABSORPTION

i. Efforts made towards technology absorption:

- Usage of low pressure compressors; and

- Continued implementation of quality control/quality assurance procedures of products and processes were successfully adapted on commercial scale to utilize local raw materials and machinery; technical services for reliability, quality, cost savings and technology transfer from overseas.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution:

- Usage of low pressure compressors resulted in cost reduction and saved electricity consumption

- The above efforts resulted in improving process efficiencies, consistent quality of our products, introduction of new products, import substitution and successful absorption of technology.

iii. Imported technology:

a. Details of technology imported:

Double pitch double edge perforation tool & bruderer press, which gives double production on same speed, leading to improvement in productivity & reduction in cost

b. Year of import: 2017

c. Whether the technology been fully absorbed: Yes

iv. Expenditure on Research & Development:

Your Company has not incurred any expenditure on research and development during the Financial Year.

FOREIGN EXCHANGE EARNINGS & OUTGO

The details of foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned below:

RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on related party transactions which is also available on Company’s website at http://www.pg.com/en_IN/ invest/gillette/corporate_governance/policy.shtml. This policy deals with the review and approval of related party transactions. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature, entered in the ordinary course of business and at arm’s length. All related party transactions are subjected to independent review by external chartered accountancy firm to confirm compliance with the requirements under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of material related party transaction entered into during the Financial Year 2017-18 are given below:

Name of Related Party

Procter & Gamble International Operations S.A., Singapore Branch

Nature of transaction

Import of Finished Goods

Amount of transaction during Financial Year 2017-18

Rs.376.33 Crores

The above transaction was approved by the Shareholders by passing an Ordinary Resolution through Postal Ballot on January 8, 2018. The Promoter shareholders abstained from voting on the said resolution.

All related party transactions entered during the Financial Year were in ordinary course of the business and on arm’s length basis. 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 to your Company.

LOANS AND GUARANTEES GIVEN AND INVESTMENTS MADE

The Company has not given any loans, guarantees or made any investments during the Financial Year.

PUBLIC DEPOSITS

Your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013, during the Financial Year.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made thereunder, your Company has constituted Internal Complaints Committees (‘ICC’). During the Financial Year, no complaints with allegations of sexual harassment were filed with the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sections 134 (3) (c) of the Companies Act, 2013, with respect to the Directors’ Responsibilities Statement, it is hereby confirmed:

i. that in the preparation of the Annual Accounts for the Financial Year ended June 30, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for the Financial Year under review;

iii. that the Directors had 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;

iv. that the Directors had prepared the accounts for the Financial Year ended June 30, 2018, on a “going concern” basis;

v. that the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

vi. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

BUSINESS RESPONSIBILITY REPORT

A separate report on Business Responsibility has been appended as Annexure II to this Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors’ Certificate on its compliance is annexed to this Annual Report.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT 9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at http://www.pg.com/en_IN /invest/gillette/.

MANAGEMENT & PERSONNEL

The strength of business over the past few years and resilience in this particular year due to multiple economic headwinds in the country demonstrates the core strengths of our employees to stay reality based and influence the course of business. Financial Year 2017-18 was a year of overall strong growth in many categories. Our productivity continues to be best-in-class with major progress in Leadership and Talent Development.

The statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III to the Report.

The information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. As per the provisions of first proviso to Section 136 (1) of the Companies Act 2013, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year, Mr. Al Rajwani ceased to be the Director and Managing Director of the Company effective June 30, 2018 consequent to his retirement after 37 years of service with the P&G group. Subsequently, Mr. Madhusudan Gopalan was appointed as Director and Managing Director of the Company effective July 1, 2018.

Ms. Sonali Dhawan, Director, retires by rotation and, being eligible, offers herself for re-appointment at the ensuing 34th Annual General Meeting of the Company.

Ms. Flavia Machado shall cease to be the Company Secretary and Compliance Officer of the Company effective September 17, 2018. Mr. Ghanashyam Hegde has been appointed as the Company Secretary and Compliance Officer of the Company effective September 18, 2018.

Brief resume of Ms. Dhawan, being Director proposed to be reappointed at the ensuing 34th Annual General Meeting and the details of the Directorships held in other companies are given in the Corporate Governance section of the Annual Report.

Appropriate resolution for the re-appointment of Ms. Dhawan is being moved at the ensuing 34th Annual General Meeting, which the Board recommends for your approval.

The Independent Directors of your Company have given Certificate of Independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

The policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees has been appended as Annexure IV to this Report. The same is also available on the website of the Company at http://www.pg.com/en_ IN/invest/gillette/corporate_governance /policy.shtml.

AUDITORS

Kalyaniwalla & Mistry LLP were appointed as Statutory Auditors of your Company at the 33rd Annual General Meeting held on November 15, 2017 for a term of five consecutive years.

The Report given by Kalyaniwalla & Mistry LLP, Statutory Auditors on the financial statements of the Company for Financial Year ended June 30, 2018 is part of the Annual Report. There has been no qualification, reservation or adverse remark given by the Auditors in their Report.

POLICIES

Your Company has adopted policies on related party transactions, corporate social responsibility, vigil mechanism, nomination and remuneration, materiality of events and dividend distribution policy, which are available on the website of the Company at http://www.pg.com/en_IN/invest/gillette/corporate_ governance/policy.shtml. The dividend distribution policy has also been appended as Annexure V to this Report.

The details of the policies are provided in the Corporate Governance section annexed to this Report.

SECRETARIAL AUDIT

Secretarial Audit was carried out by Dholakia & Associates LLP, Company Secretaries for the Financial Year 2017-18. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company. The Secretarial Audit report has been appended as Annexure VI to this Report.

SECRETARIAL STANDARDS

During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

TRADE RELATIONS

The Directors wish to thank the retailers, wholesalers, distributors, suppliers of goods & services, clearing and forwarding agents and all other business associates and acknowledge their efficiency and continued support in promoting such healthy growth in the Company’s business.

ACKNOWLEDGEMENT

We are grateful to The Procter & Gamble Company USA and its subsidiaries for their invaluable support in terms of access to the latest information/ knowledge in the field of research & development for products, ingredients and technologies; timely inputs to exceptional marketing strategies; and the goodwill of its world-renowned trademarks and superior brands. We are proud to acknowledge this unstinted association that has vastly benefited the Company.

On behalf of the Board of Directors

B. S. Mehta

Chairman

Mumbai

August 23, 2018

Director’s Report