GODREJ & BOYCE MANUFACTURING COMPANY · PDF fileChartered Accountants NAVROZE J. GODREJ, Executive Director KALYANIWALLA & MISTRY PERCY E. FOUZDAR VIJAY M. CRISHNA, Executive Director

Chartered Accountants

NAVROZE J. GODREJ, Executive Director

KALYANIWALLA & MISTRY

PERCY E. FOUZDAR

VIJAY M. CRISHNA, Executive Director (Lawkim Motors Group)

ANIL G. VERMA, Executive Director (Personnel & Administration)

PRADIP P. SHAH

ANITA RAMACHANDRAN

PHIROZE D. LAM, Executive Director & President

KYAMAS A. PALIA, Executive Director (Finance)

GODREJ & BOYCE MANUFACTURING COMPANY LIMITEDEstablished 1897

(Incorporated with limited liability on 3rd March, 1932 under the Indian Companies Act, 1913)

JAMSHYD N. GODREJ, Chairman & Managing Director

ADI B. GODREJ

U28993MH1932PLC001828

ANNUAL REPORT AND ACCOUNTS

FOR THE YEAR ENDED 31st MARCH, 2014

CORPORATE INFORMATION

Board of Directors

Company Secretary

Auditors

Bankers

Registered Office and Head Office

Corporate Identity Number (CIN)

E-mail: [email protected] | Website: http://www.godrej.com

Pirojshanagar, Vikhroli, Mumbai 400 079

Telephone: (022) 6796 5656, 6796 5959; Fax: (022) 6796 1518

KAVAS N. PETIGARA

KEKI M. ELAVIA

NADIR B. GODREJ

ICICI BANK LTD.

AXIS BANK LTD.

HDFC BANK LTD.

EXPORT-IMPORT BANK OF INDIA

CENTRAL BANK OF INDIA

UNION BANK OF INDIA

STATE BANK OF PATIALA

CITIBANK N.A.

Godrej & Boyce Mfg. Co. Ltd.

2

Annual Report and Accounts 2013-14

ORDINARY BUSINESS

1. To receive, consider and adopt the Directors’ Report and the Audited Accounts for the year ended 31st March, 2014.

2. To declare dividend on equity shares of the Company.

3. To appoint a Director in place of Mr. N. B. Godrej (DIN: 00066195), who retires by rotation and, being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mr. A. G. Verma (DIN: 02366334), who retires by rotation and, being eligible, offers himself for re-appointment.

5. To consider , and if thought fit, pass with or without modification, the following resolution as an Ordinary Resolution:

SPECIAL BUSINESS6. APPOINTMENT OF MR. K. N. PETIGARA AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider, and if thought fit, pass with or without modification, the following resolution as an Ordinary Resolution:

7. APPOINTMENT OF MR. P. P. SHAH AS AN INDEPENDENT DIRECTOR OF THE COMPANY


8. APPOINTMENT OF MRS. A. RAMCHANDRAN AS AN INDEPENDENT DIRECTOR OF THE COMPANY


the Auditors of the Company, to hold office from the conclusion of this 83rd Annual General Meeting till the conclusion of the 86th Annual

General Meeting to be held in 2017 (subject to ratification of their appointment by the Members of the Company at every subsequent Annual

General Meeting) and to authorize the Board of Directors to fix their remuneration as may be mutually agreed with the Auditors, in addition

to reimbursement of service tax and all out of pocket expenses incurred, in connection with the audit of accounts of the Company.”

M/s. Kalyaniwalla & Mistry, Chartered Accountants (Firm Registration No. 104607W), the retiring Auditors, be and are hereby appointed as

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Eighty-Third Annual General Meeting of the Members of GODREJ & BOYCE MANUFACTURING

COMPANY LIMITED will be held on Monday, 15th September, 2014 at 10.00 a.m. at Godrej Bhavan, Board Room, 2nd Floor, 4A Home Street, Fort,

Mumbai 400001 to transact the following business:

writing under Section 160 of the Act, from a Member proposing his candidature for the office of Director, as an Independent

Director of the Company, not liable to retire by rotation, approval of the Members of the Company be and is hereby accorded

(including any statutory modification or re-enactment thereof and any rules made thereunder, for the time being in force) and

subject to such other approvals as may be required in that behalf, and in respect of whom the Company has received a notice in

“RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014,

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and all other applicable provisions, if any,

of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014





for the appointment of Mr. K. N. Petigara (DIN : 00066162), as an Independent Director of the Company, to hold office as such for

a period of five years with effect from the date of this Annual General Meeting i.e. 15th September 2014.”







for the appointment of Mr. P. P. Shah (DIN : 00066242), as an Independent Director of the Company, to hold office as such for




3


9. APPOINTMENT OF MR. K. M. ELAVIA AS AN INDEPENDENT DIRECTOR OF THE COMPANY


10.PAYMENT OF COMMISSION TO NON-EXECUTIVE DIRECTORS

To consider, and if thought fit, pass with or without modification, the following resolution as a Special Resolution:

11.REMUNERATION PAYABLE TO M/S. P. D. DANI & CO., COST ACCOUNTANTS AS COST AUDITORS OF THE COMPANY

To consider, and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

NOTES:

(a)

mentioned under Item Nos. 6 to 11 as set out in the Notice is annexed hereto.

(b)

(c)

(d)

(e)

(f)

appear in the Register of Members on the close of the day on 6th September, 2014.



for the appointment of Mr. K. M. Elavia (DIN : 0003940), as an Independent Director of the Company, to hold office as such for


time for holding the Meeting. A proxy so appointed shall not have any right to speak at the Meeting.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING OF THE COMPANY IS ENTITLED TO APPOINT A

The instrument appointing a Proxy must be deposited with the Company at its Registered Office not less than 48 hours before the

PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

for the appointment of Mrs. A. Ramchandran (DIN : 00118188), as an Independent Director of the Company, to hold office as such for



“RESOLVED THAT pursuant to Article 114(2)(ii) of the Articles of Association of the Company and the provisions of Section 197, 198 and all

other applicable provisions, if any, of the Companies Act, 2013, a sum not exceeding 1% of the net profits

of the Company per annum computed in the manner prescribed therein, in respect of the profits for each of the five financial

years commencing from 1st April, 2014 be determined and distributed as commission amongst the Directors of the Company

(other than the Managing Director and the Whole-time Directors) (the "Non- Executive Directors") in such amounts

or proportions and in such manner as may be directed by the Board of Directors (or any Committee thereof for the time

being), and further that the commission paid to each of the Non-Executive Directors of the Company pursuant to this

The Register of Members and the Share Transfer Books of the Company will be closed from 8th September, 2014 to 15th

September, 2014 (both days inclusive) for ascertaining the name of the Members to whom the dividend which is declared

The dividend, if declared at the Annual General Meeting, will be payable by 13th October, 2014 to those Members whose names




Resolution shall be in addition to the fee for attending meetings of the Board or any Committee thereof which each such Non-Executive

Director may be entitled to receive under the Articles of Association of the Company."

All documents referred to in the accompanying Notice are available for inspection at the Registered Office of the Company

during office hours on all days except Sundays and public holidays, upto the date of the Annual General Meeting.

at the Annual General Meeting is payable.

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013

and the Companies (Audit and Auditors) Rules, 2014, M/s. P. D. Dani & Co., Cost Accountants appointed as the Cost Auditors

of the Company, for the conduct of the audit of the cost records of the Company for the financial year 2014-15, be paid a

remuneration of Rs. 14.50 lakh, exclusive of service tax and out of pocket expenses incurred, if any.

FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to do all

acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the businesses

4


(g)

conditions specified therein and the Rules made thereunder and are independent of the management.

(h)

(i)

For and on behalf of the Board

J. N. GODREJChairman & Managing Director

Mumbai, 9th August, 2014Registered Office:Pirojshanagar, Vikhroli,Mumbai 400 079.

In terms of Sections 149 and 152 read with Schedule IV of the Companies Act, 2013, Independent Directors are required to be

appointed for a term upto five consecutive years and are not liable to retire by rotation. Accordingly, resolutions proposing

Section 125.

are requested to send a certified copy of the Board resolution authorizing their representative to

or claimed within thirty days from the date of declaration, shall be transferred within seven days from the date of expiry of the

said period of thirty days to the Unpaid Dividend Account with a scheduled bank. Any money transferred to the Unpaid

Dividend Account which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be

transferred by the Company to the Investor Education and Protection Fund (IEPF) set up by the Government of India under

Members may please note that in terms of Section 124 of the Companies Act, 2013, any dividend which has not been paid

Corporate Members intending to send their authorized representatives to attend the Annual General Meeting

attend and vote on their behalf at the Meeting.

the appointment of Independent Directors are given at Item Nos. 6 to 9 of this Notice. In terms of the provisions of the

Companies Act, 2013, the Board of Directors has reviewed the declarations made by them that they meet the criteria of

independence as provided in Section 149(6) of the Companies Act, 2013 and the Board is of the opinion that they fulfill the

5


EXPLANATORY STATEMENT:

the businesses mentioned under Item Nos. 6 to 11 of the accompanying Notice dated 9th August, 2014.

Item Nos. 6 to 9

independence as prescribed by the Act and the Rules.

of Independent Directors of the Company.

the conditions specified in the Act and the Rules for appointment as Independent Directors of the Company.

(Monday to Saturday) without payment of any fee, by the Members.

Item No. 10

General Meeting.

Accordingly, the Board commends the Ordinary Resolutions as set out in item nos. 6 to 9 of the Notice for approval by the

ANNEXURE TO NOTICE OF ANNUAL GENERAL MEETING

In accordance with the provisions of Section 149 of the Companies Act, 2013 (the Act) read with the Companies (Appointment and

share capital of Rs. 10 crore or more or having turnover of Rs. 100 crore or more or outstanding loans, debentures and depositsexceeding Rs. 50 crore, is required to have at least 2 Directors as Independent Directors. Further, in terms of Sections 149 and 152read with Schedule IV of the Act, Independent Directors are required to be appointed for a term of upto five consecutive yearsand are not liable to retire by rotation.

The Company had appointed Mr. K. N. Petigara, Mr. P. P. Shah, Mrs. A. Ramachandran and Mr. K. M. Elavia as IndependentDirectors of the Company, liable to retire by rotation under the Companies Act, 1956. These Directors are also Independent Directors

The following Explanatory Statement, as required by Section 102 of the Companies Act, 2013, sets out all material facts relating to

With a view to ensuring good corporate governance, the Company has an optimum combination of Executive, Non-Executive

the candidatures of Mr. K. N. Petigara, Mr. P. P. Shah, Mrs. A. Ramachandran and Mr. K. M. Elavia for appointment to the office

The Board is of the opinion that all these Independent Directors are independent of the management and that they fulfil

pursuant to the provisions of the Act.

Consequent to the applicability of the Act and the Rules, it is proposed to appoint Mr. K. N. Petigara, Mr. P. P. Shah, Mrs. A.Ramachandran and Mr. K. M. Elavia, as Independent Directors of the Company, for a term of consecutive five years witheffect from the date of the Annual General Meeting i.e. 15th September, 2014 until 14th September, 2019. The Company hasreceived consent from these Independent Directors and their individual declaration confirming that they are not disqualifiedfrom being appointed as a Director in terms of the provisions of Section 164 of the Act and that they meet the criteria of

Notice has been received from a Member alongwith the deposit of the requisite amount under Section 160 of the Act proposing

Qualification of Directors) Rules, 2014 (the Rules), which came into effect from April 1, 2014, every public company having paid up

No Director, whole-time key managerial personnel or their relatives except Mr. K. N. Petigara, Mr. P. P. Shah, Mrs. A.Ramachandran and Mr. K. M. Elavia and their relatives are concerned with or interested, financially or otherwise, in theproposed Resolutions as set out in item nos. 6 to 9 of this Notice.

Members of the Company.

Article 114(2)(ii) of the Articles of Association of the Company, inter alia, provides for payment of commission to a Director whois neither in the wholetime employment of the Company nor a Managing Director of the Company. Section 197 of theCompanies Act, 2013, provides, inter alia, that a Director who is neither in the whole-time employment of the Company nora Managing Director of the Company (the “Non-Executive Director”) may be paid remuneration by way of commission not

provided such payment is authorised by a Special Resolution passed in that behalf by the Members of the Company at aexceeding 1% (one per cent) of the net profits of the Company, if the Company has a Managing or Whole-time Director,

Having regard to the time and attention devoted by the Non-Executive Directors to the affairs of the Company, and thecontribution they make to the business and operations of the Company, the Members of the Company had, at the AnnualGeneral Meeting of the Company held on 14th September, 2009, granted their approval by way of a Special Resolutionunder Section 309 of the Companies Act, 1956, for the determination and distribution among the Non-Executive Directors, asum not exceeding 1% of the net profits of the Company computed in the manner laid down in Section 309(5) of theCompanies Act, 1956, for each of the five financial years of the Company commencing from 1st April, 2009; the amountto be determined by the Board to be distributed amongst the Non-Executive Directors in such manner as the Boardmay decide from time to time. The validity of the aforesaid Resolution was upto 31st March, 2014. It is now proposed toseek the approval of the Members to extend the validity of the said Resolution for a further period of five financial yearscommencing from 1st April, 2014, as set out in the Special Resolution under Item No. 10 of this Notice.

and Independent Directors on its Board, comprising of 6 Executive, 2 Non-Executive and 4 Non-Executive Independent Directors.

A copy of the draft letter of appointment as an Independent Director setting out the terms and conditions of the said appointmentwould be available for inspection at the Registered Office of the Company during normal business hours on any working day

6


Accordingly, the Directors commend the Resolution to the Members for their acceptance.

Item No. 11

(civil construction contracts).


J. N. GODREJChairman & Managing Director

Mumbai, 9th August, 2014Registered Office:Pirojshanagar, Vikhroli,Mumbai 400 079.

The Non-Executive Directors of the Company, namely, Mr. A. B. Godrej, Mr. N. B. Godrej, Mr. K. N. Petigara, Mr. P. P. Shah,Mrs. A. Ramachandran and Mr. K. M. Elavia may be deemed to be concerned with or interested financially in the proposed

ratified subsequently in accordance to the provisions of the Act and Rule 14 of the Rules.

Accordingly, the Directors commend the Ordinary Resolution to the Members for their acceptance.

Special Resolution to the extent of the payment that may be received by them. Save and except these Non-ExecutiveDirectors, no other Director, whole-time key managerial personnel or their relatives are in any way concerned with orinterested, financially or otherwise, in the proposed Resolution as set out in item no. 10 of the Notice.

In accordance with the provisions of Section 148 of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors)Rules, 2014 (the Rules), the Company is required to appoint a cost auditor to audit the cost records of the applicable productsof the Company relating to the following businesses namely Precision Engineering, Precision Systems and Construction

On the recommendation of the Audit Committee at its meeting held on 7th August, 2014, the Board has approved theappointment of M/s. P. D. Dani & Co., Cost Accountants as the Cost Auditor of the Company for the financial year 2014-15at a remuneration of Rs. 14.50 lakh, exclusive of reimbursement of service tax and all out of pocket expenses incurred,if any, in connection with the cost audit. The appointment and the remuneration of the cost auditor is required to be

7


TO THE MEMBERS,

1. FINANCIAL RESULTS:

(Rupees in crore)Previous Year

Net Sales / Other Operating Revenue 7,372.78 6,809.33 Total Expenditure before Depreciation and Finance Costs(Net of expenditure transferred to capital accounts) 6,924.39 6,407.84

448.39 401.49 Add: Dividend and other Income 113.38 105.22 Less: Finance Costs 114.84 105.05 Profit before Depreciation, Exceptional Items and Tax 446.93 401.66 Less: Depreciation and Amortization Expense 83.38 77.15 Profit before Exceptional Items and Tax 363.55 324.51 Add: Profit on Sale of Immovable Property 1.62 - Add: Profit on Sale of Non-current Investments 83.32 106.03 Profit before Tax 448.49 430.54 Less: Provision for Current/Deferred Taxes 80.01 96.38 Less: Prior Years’ Tax Adjustments 16.06 5.11 Add: Minimum Alternate Tax credit entitlement - 16.34 Profit after Tax 352.42 345.39 Surplus brought forward 1,954.08 1,762.47 Amount available for appropriation 2,306.50 2,107.86 Which the Directors recommend should be appropriated as follows:(a) Interim Equity Dividend: 700% (Previous Year: Nil) (46.40) - (b) Proposed Equity Dividend: 1600% (Previous Year: 1600%) (106.06) (106.06) (b) Corporate Dividend Tax (Net) (20.33) (12.71) (c) Transfer to General Reserve (36.00) (35.01) (d) Surplus carried forward 2,097.71 1,954.08 TOTAL 2,306.50 2,107.86

2.

3.

4.

DIRECTORS' REPORT

acceptance/ renewal of Fixed Deposits from its Members and from Public with effect from 1st August, 2014.

Mr. K. N. Petigara, Mr. P. P. Shah, Mrs. A. Ramachandran and Mr. K. M. Elavia are the Independent Directors of the Company,who have been so appointed in accordance with the provisions of the Companies Act, 1956. In terms of Section 149 of theCompanies Act, 2013 (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014, having come

into effect from 1st April, 2014, every public company having paid up share capital of Rs. 10 crore or more or having turnover

of Rs. 100 crore or more or outstanding loans, debentures and deposits exceeding Rs. 50 crore, is required to have at least 2

for the year ended 31st March, 2014.The Directors hereby present the Eighty Third Annual Report of the Company together with the Audited Statement of Accounts

The Company’s performance during the year ended 31st March, 2014 as compared to the previous year, is summarized below:

Annual General Meeting, will absorb a sum of Rs. 124.09 crore, inclusive of taxes, which is provided for in the(aggregating to Rs. 2,300 per equity share for the year); the Dividend, if approved by the Members at the

DIRECTORS:In accordance with the provisions of the Companies Act, 2013, Mr. N. B. Godrej and Mr. A. G. Verma, retire from

Under the Company’s Fixed Deposit Scheme, 230 Deposits totalling Rs. 2.00 crore and due for repayment on or before

31st March, 2014, were not claimed by the depositors on due dates. As at the date of this Report, Rs. 1.23 crore

thereof involving 94 Deposits have been claimed and repaid or renewed.

accounts. The dividend for the financial year 2012-13 was Rs. 1,600 per equity share.

DIVIDEND:During the financial year 2013-14, the Board of Directors declared an Interim Dividend at the rate of Rs. 700 per equityshare of Rs. 100, absorbing a sum of Rs. 54.29 crore, inclusive of taxes. The Directors are pleased to recommend

payment of a Final Dividend for the financial year 2013-14 at the rate of Rs. 1,600 per equity share of Rs. 100

FIXED DEPOSITS MATURED BUT NOT CLAIMED:

After complying with the provisions of Sections 73 and 76, and other applicable provisions of the Companies Act, 2013

and the Companies (Acceptance of Deposits) Rules, 2014, the Company has, after a gap of four months, commenced

the Board by rotation, and being eligible, offer themselves for re-appointment.

8


5.

as mandated by the Act.

6.

7.

Mr. K. M. Elavia has been appointed the Chairman of the Stakeholders' Relationship Committee.

The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee.

8. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

welfare activities.

The Audit Committee met three times during the year under review.The Audit Committee had met with the Company’s Auditors on 25th April, 2014, for a review of the audited financialstatements, for the financial year 2013-14, before their adoption by the Board of Directors.

The Company Secretary acts as the Secretary of the Remuneration Committee.The Remuneration Committee met twice during the year under review.

The Company Secretary acts as the Secretary of the Audit Committee.

AUDIT COMMITTEE:The Audit Committee of Directors as constituted by the Board of Directors of the Company, in accordance with the provisions of theCompanies Act, 1956, comprises of Mr. K. M. Elavia, Chairman, Mr. K.N. Petigara, Mr. K.A. Palia and Mrs. A. Ramachandran.

Godrej, Mr. A. G. Verma, Mr. K. M. Elavia and Mr. P. P. Shah.

The Company Secretary acts as the Secretary of the Corporate Social Responsibility Committee.

proposed to appoint Mr. K. N. Petigara, Mr. P. P. Shah, Mrs. A. Ramachandran and Mr. K. M. Elavia as Independent Directors,

In accordance with the provisions of Section 177 of the Companies Act, 2013 (the Act), the scope and terms of referenceof the Audit Committee have been amended as mandated by the Act. The Chief Financial Officer, Internal Auditor andStatutory Auditors of the Company are the permanent invitees to the meetings of the Audit Committee.

The Company has adopted the Code of Ethics & Business Conduct, which lays down the principles and standards that shouldgovern the actions of the Company and its employees. The Whistleblower Policy has also been formulated with a view to

The Company has taken steps to establish Vigil Mechanism for Directors and Employees of the Company.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has

NOMINATION AND REMUNERATION COMMITTEE:The Remuneration Committee of Directors as constituted by the Board of Directors of the Company, in accordance with the

and Mr. K. M. Elavia. In accordance with the provisions of Section 178 of the Companies Act, 2013 (the Act), the ‘Remuneration

International School Award in recognition of the School incorporating global education into its curriculum and innovation1955, to focus on all-round development of the employees’ children. The School has recently been accredited with the

Directors as Independent Directors. These Independent Directors are not liable to retire by rotation. Accordingly, it is

provide a mechanism for employees of the Company to raise concerns of any violations of legal or regulatory requirements,incorrect or misrepresentation of any, financial statements and reports, etc. The Company is committed to adhere to thehighest standards of ethical, moral and legal conduct of business operations.

Mr. J. N. Godrej has been appointed the Chairman of the Corporate Social Responsibility Committee.

and strong financial position, to attain twin goals of shareholder value enhancement and societal value creation. Since theestablishment of the Company’s business in 1897, the Godrej Group has been at the forefront of philanthropic and national

Almost one-fourth of the Company’s share capital is held by a public charitable trust which ploughs back its annual dividendincome to support a wide range of philanthropic activities. The Company, along with another such trust, has protected,developed and maintained a large tract of mangrove forests, near its Vikhroli township for several decades, which have servedas a second set of lungs for the city. Yet another such trust has supported initiatives in healthcare through its Godrej MemorialHospital (NABH and NABL Accredited) at Vikhroli which aims to provide comprehensive quality healthcare at affordable costs.

Immediately after the Company built factory premises to starts its plants in Vikhroli, it set up Udayachal School in Vikhroli in

Committee’ has been re-designated as the ‘Nomination and Remuneration Committee’ with amended scope of powers

constituted the Stakeholders' Relationship Committee, comprising of Mr. K. M. Elavia, Mr. P. D. Lam and Mr. K. A. Palia.

During the year under review, pursuant to Section 135 of the Companies Act, 2013, the Board of Directors of the Company hasconstituted the Corporate Social Responsibility (CSR) Committee, comprising of Mr. J. N. Godrej, Mr. V. M. Crishna, Mr. N. J.

in accordance with the provisions of Section 149 of the Act, to hold office for a period of five years from the date of thisAnnual General Meeting i.e. from 15th September, 2014 and upto 14th September, 2019.

provisions of the Companies Act, 1956, comprises of Mrs. A. Ramachandran, Chairperson, Mr. K.N. Petigara

The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration andremoval of Executive Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, inaccordance with the provisions of Section 178 of the Act.

The Godrej Group has always aspired to be a responsible corporate citizen by pursuing business strategy for long-term growth

9


into classroom teaching.

9.

50% of the equity share capital):

B-1. Subsidiaries of GCPL :

(10) Godrej Household Products Lanka (Private) Ltd.(11) Godrej South Africa (Proprietary) Ltd.(12) Godrej Global Mid East Fze(13) Godrej Household Products (Bangladesh) Pvt. Ltd.(14) Godrej UK Ltd. (15) Godrej Consumer Products (UK) Ltd. (16) Inecto Manufacturing Ltd. (17) Cosmetica Nacional (18) Plasticos Nacional (19) Kinky Group Pty Ltd (20) Godrej Nigeria Ltd. (21) Indovest Capital Ltd. (22) PT Megasari Makmur (23) PT Intrasari Raya (24) PT Ekamas Sarijaya (25) PT Indomas Susemi Jaya (26) PT Sarico Indah (27) Panamar Procuccioness Srl (28) Argencos S.A. (29) Laboratoria Cuenca S.A. (30) Issue Group Uruguay S.A. (31) Deciral S.A. (32) Issue Group Brazil Ltd. (33) Consell S.A. (34) Subinite Pty Ltd. (35) Lorna Nigeria Ltd. (36) Weave IP Holding Mauritius Pvt. Ltd. (37) Hair Trading (Offshore) S. A. L. (38) Weave Mozambique Limitada (39) Style Industries Ltd. (40) Sigma Hair Ind Ltd. (41) Godrej Consumer Products Mauritius Ltd.

The Godrej Group has developed a long-term vision, for playing an active part in creating a more inclusive and greener India,

A. Direct Subsidiaries (with the Company’s direct equity holdings in excess of 50%) :(1) Godrej Industries Ltd.

and green products. For this purpose, specific goals at the Group level for 2020 have been spelt out, and focused activities areplanned by the Company to address environmental and business issues, and the needs of underserved populations.

Based on the recommendation of the CSR Committee, the Board has approved the CSR Policy of the Company, including the

B. Jointly-held Subsidiary (where the Company and its subsidiary Godrej Industries Limited (GIL) together hold more than

(9) Godrej Consumer Products Ltd. (GCPL)

with the national mission on environmentally sustainable growth.

SUBSIDIARIES:The results of the Company’s following subsidiaries are given in their Annual Reports and Accounts appended to this Report:

(2) Wadala Commodities Ltd. (3) Godrej Infotech Ltd.(4) Godrej (Malaysia) Sdn. Bhd. (incorporated in Malaysia) (5) Godrej (Singapore) Pte. Ltd. (incorporated in Singapore)(6) Veromatic International BV (incorporated in the Netherlands)(7) Busbar Systems (India) Ltd.

CSR activities and the projects proposed to be undertaken by the Company, and its governance structure.

called “Godrej Good & Green”; the Group aspires to create a more skilled workforce, a greener India, and innovate for good

The Company continuously strives to attain world-class standards in its management of Environment, Occupational Healthand Safety by working closely with employees at all levels. The Company also strives to align its operations and activities

(8) Mercury Mfg. Co. Ltd. (a subsidiary w.e.f. 1st October, 2013)

10


(42) Godrej Consumer Products Holding (Mauritius) Ltd. (43) Godrej Consumer Products Bangladesh Ltd. (44) Godrej Mauritius Africa Holdings Ltd. (45) Godrej Weave Holdings Ltd. (46) Godrej West Africa Holdings Ltd. (47) Godrej Consumer Investments (Chile) Spa (48) Godrej Holdings (Chile) Limitada (49) Godrej Kinky Holdings Ltd. (50) Godrej Netherlands BV (51) Godrej Consumer Investments Holding Ltd. (52) Godrej Consumer Products Dutch Cooperatief UA (53) Godrej Consumer Products (Netherlands) BV (54) Godrej Consumer Holdings (Netherlands) BV (55) Godrej Argentina Dutch Cooperatief UA (56) Godrej Netherlands Argentina Holding BV (57) Godrej Netherlands Argentina BV (58) DGH Mauritius Pvt. Ltd. (59) Weave Business Holding Mauritius Pvt. Ltd. (60) Weave Trading Mauritius Pvt. Ltd. (61) DGH Phase Two Mauritius Pvt. Ltd. (62) Godrej Tanzania Holdings Ltd. (63) DGH Tanzania Ltd. (64) Godrej East Africa Holdings Ltd.

C-1. Subsidiary of Godrej (Malaysia) Sdn. Bhd.:

C-2. Subsidiary and Sub-subsidiary of Godrej (Singapore) Pte. Ltd. (GSPL):

C-3. Subsidiaries of Veromatic International BV:

C-4. Subsidiaries and Sub-subsidiaries of Godrej Industries Ltd. (GIL) :

subsidiaries, hold more than 50% of the equity share capital):

(88) Wonder City Buildcon Pvt. Ltd. (89) Godrej Green Homes Ltd.

(85) Godrej Redevelopers (Mumbai) Pvt. Ltd. (a subsidiary of GPDPL)

(87) Godrej Garden City Properties Pvt. Ltd.

(81) Godrej Buildwell Pvt. Ltd. (82) Godrej Buildcon Pvt. Ltd. (83) Godrej Projects Development Pvt. Ltd. (GPDPL)(84) Godrej Landmark Redevelopers Pvt. Ltd. (a subsidiary of GPDPL)

(86) Godrej Premium Builders Pvt. Ltd.

a. Subsidiary of GSPL:(66) J. T. Dragon Pte. Ltd. (JTDPL) (incorporated in Singapore)

b. Subsidiary of JTDPL:

(73) Godrej Agrovet Ltd. (GAVL)

C. Step-down Subsidiaries (where the Company’s subsidiaries listed in A above, either directly or through their

(65) G&B Enterprises (Mauritius) Pvt. Ltd. (incorporated in Mauritius) (ceased to be a subsidiary on 3rd July, 2014)

(79) Godrej Real Estate Pvt. Ltd. (80) Happy Highrises Ltd.

(76) Godrej Seeds & Genetics Ltd.

c. Subsidiaries and Sub-sudsidiaries of Godrej Properties Ltd.:(78) Godrej Realty Pvt. Ltd.

(74) Godrej Properties Ltd. (GPL)(75) Godrej International Trading & Investments Pte. Ltd. (incorporated in Singapore)

b. Subsidiaries of Godrej Agrovet Ltd.:

a. Subsidiaries of GIL :(70) Natures Basket Ltd.(71) Ensemble Holdings & Finance Ltd.(72) Godrej International Ltd. (incorporated in the Isle of Man)

(67) Godrej (Vietnam) Co. Ltd. (incorporated in Vietnam)

(68) Veromatic Services BV (incorporated in the Netherlands)(69) Water Wonder Benelux BV (incorporated in the Netherlands)

(77) Godvet Agrochem Ltd.

11


10.

11.

risks remain current and dynamic.

12.

efficiently and adequately protected.

has local Disaster Recovery set-up.

and inter alia, tests the design, adequacy and operating effectiveness of the internal controls. Significant observationsincluding recommendation for improvement of business processes are reviewed by the Management before reporting to

subsidiary company, has been approved by their respective Boards, the companies are approaching various statutory andjudicial authorities for their approval of the Scheme.

As required by Section 212 of the Companies Act, 1956, a statement regarding subsidiary companies is also appended to this Report.

these in their decision making. Key business risks and their mitigation are considered in the annual/strategic businessplans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over

The Company, through its own, independent Internal Audit Department (ISO 9001:2008 certified), carries out periodic audits atall locations and functions based on the annual audit plan (keeping in mind various key risks) approved by the Audit Committee,

the period of time will become embedded into the Company’s business systems and processes, such that our responses to

INTERNAL CONTROL SYSTEMS:

The Scheme of Amalgamation of G&B Enterprises (Mauritius) Pvt. Ltd. (item no.65)[a wholly-owned subsidiary of Godrej (Malaysia) Sdn.Bhd., a subsidiary of the Company], with the Company with effect from 1st October, 2013, has been approved by the SupremeCourt of Mauritius Order dated 19th February, 2014. The Scheme has also been approved by the Bombay High Court Orderdated 4th April, 2014. The Registrar of Companies, Port Louis, Mauritius, has removed the name of G&B Enterprises(Mauritius) Pvt. Ltd. from the Register as at 3rd July, 2014, and the said company has ceased to be a subsidiary.

The Scheme of Amalgamation of Wadala Commodities Ltd., a subsidiary of the Company, with Godrej Industries Ltd., another

(d) the Directors had prepared the annual accounts on a going concern basis;

(b) the Directors had selected such accounting policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end

of the financial year and of the profit of the Company for that year;(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance

(e) the annual accounts have been audited by the Company’s Auditors M/s. Kalyaniwalla & Mistry, Chartered Accountants, and their report is appended thereto.

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

The Ministry of Corporate Affairs (MCA) has vide its General Circular No. 08/2014 dated 24th April, 2014, clarified that the

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received

financial statements (and documents required to be attached thereto), Auditors’ Report and the Directors’ Report in

respect of financial years that commenced earlier than 1st April, 2014, shall be governed by the relevant provisions/ Schedules/

with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and

Rules of the Companies Act, 1956. In view of this, the Directors’ Responsibility Statement has been provided as per theprovisions of the Companies Act, 1956.

from the Operating Management, and after due enquiry, confirm that:

RISK MANAGEMENT:Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses.Risk management is a structured approach to manage uncertainty. A formal enterprisewide approach to Risk Managementis being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out,all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of

the Audit Committee, which reviews the Internal Audit reports, and monitors the implementation of audit recommendations.

The Information Security Management Systems (ISMS) for all the information assets and processing activities coming underthe purview of the Datacentre at the Company’s head office, are ISO/IEC 27001:2005 certified. The certification ensureshighest level of security of data and best practices implementation. The mission-critical applications like the ERP system

detecting fraud and other irregularities;

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, andsize and complexity of its operations. Internal control systems comprising of policies and procedures are designed toensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance withpolicies, procedure, applicable laws and regulations, and that all assets and resources are acquired economically, used

12


13.

14.

Central Government.

15.

16.

17.


J. N. GODREJMumbai, 9th August, 2014 Chairman & Managing Director

Registered Office:Pirojshanagar, Vikhroli,Mumbai 400 079.

Rules, 2014 (the Rules), the Company is required to appoint a cost auditor to audit the cost records of the applicable productsof the Company relating to the following businesses, namely, Precision Engineering, Precision Systems and Construction (civilconstruction contracts), as these businesses fall under the purview of Clause 3(A) and Clause 3(C) of the Companies(cost records and audit) Rules, 2014. On the recommendation of the Audit Committee, the Board hasapproved the appointment of M/s. P. D. Dani & Co., Cost Accountants as the Cost Auditor of the Company forthe financial year 2014-15 at a remuneration of Rs. 14.50 lakh, exclusive of reimbursement of service tax and allout of pocket expenses incurred, if any, in connection with the cost audit. The appointment and the remuneration of the costauditor is required to be ratified subsequently by the Members of the Company and further subject to the approval of the

the Report of Board of Directors) Rules, 1988, the additional information relating to conservation of energy, technology

Employees) Rules, 1975, is given in Annexure II forming part of this Report.

absorption, and foreign exchange earnings and outgo, is given in Annexure I forming part of this Report.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

SECRETARIAL AUDITOR:The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates Secretarial Audit of the Companyto be done from the financial year commencing on or after 1st April, 2014 by a Company Secretary in Practice, the SecretarialAuditor’s Report is required to be annexed to the Board’s Report for the financial year 2014-15 onwards. The Board hastherefore considered and appointed M/s. A. N. Ramani & Co., Company Secretaries in Practice, as the Secretarial Auditorof the Company for the financial year 2014-15.

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT 1956:As required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in

COST AUDITORS:

AUDITORS:M/s. Kalyaniwalla & Mistry, Chartered Accountants, who are the statutory auditors of the Company, hold office upto theconclusion of the forthcoming Annual General Meeting (AGM) and are eligible for re-appointment. Pursuant to the provisions

M/s. Kalyaniwalla & Mistry as the statutory auditors of the Company from the conclusion of the forthcoming AGM upto theof Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint

conclusion of the 86th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. A certificatefrom them has been received to the effect that their re-appointment, if made, would be within the prescribed limits.

Pursuant to section 233B(2) of the Companies Act, 1956, the Board of Directors on the recommendation of the Audit Committee,had re-appointed M/s. P. D. Dani & Co., Cost Accountants and Mr. A.N. Raman, Cost Accountant, as the Cost Auditors of theCompany for the financial year ending 31st March, 2014, for the applicable Product Groups covered under the MCA Cost AuditOrder No.52/56/CAB-2010 dated 6th November, 2012. The Company received the approval of the Central Government to thesaid appointments. The Cost Audit Report will be filed within the stipulated period of 180 days from the close of the financial year.

In accordance with the provisions of Section 148 of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors)

13


A. CONSERVATION OF ENERGY(a) Energy Conservation Measures taken

1. Installation of variable frequency drive in paint booth.2. Installation of scale watcher in cooling tower to improve chiller efficiency and scaling in heat exchanger.3. Installation of energy-efficient motor and trans vector nozzles for compressed airline.4. Installation of led street lights and solar street lights.5. Replacement of sodium andmercury vapour lamps by metal halide lamps.6. Replacement of conventional T8 tube lights with low- mercury T5 tube lights.7. Installation of screw compressor chillers with controls like variable frequency drive, modulating valves. 8. Installation of fibre glass reinforced plastic blade in cooling tower.9. Installation of turbo ventilators at rooftop.10. Installation of variable frequency drive on machines, pumps, fans and blowers.11. Installation of solar water heating system.12. Installation of capacitor banks for improvement in power factor and reduction in maximum demand.

(b) Additional investments and proposals being implemented for reducing energy consumption1. Implementation of ERP system for monitoring sustainability initiatives.2. Conducting energy audit at various locations.3. Installation of remote metered energy monitoring and measurement systemin various plants.4. Implementation of demand side management program for power load curtailment.5. Installation of real time compressed air monitoring system.6. Usage of renewable energy.7. Facilitating carbon and water footprint study.

Energy Conservation Week will also spread awareness of energy conservation.

B. RESEARCH AND DEVELOPMENT (R&D)(a) R&D efforts made and benefits derived

1. Development of touch screen technology in vending machines.2. Development of new hot and cold vending machines.3. Development of high security rated safes from high strength composite material.4. Development of 5 ton electric counterbalance forklift truck with AC twin drive technology.5. Development of truck with mounted crane attached for efficient logistics and handling.6. Development of the manufacturing capability for proprietary urea equipment under Stamicarbon.7. Development of hot cells for nuclear fuel processing.8. Design and development of new range of walkways.9. Development of heavy casting dies using squeeze and vacuum technology.10. Development of fuel tank dies for Yamaha.

(b) Future Plans1. Development of espresso technology in vending machines.2. Development of a high density dynamic storage system.3. Development of finger print and digital keypad mortise lock.4. Development of e-padlock for petroleum tank truck.5. Development of 1.6 ton electric reach truck for warehouse and cold storage applications.6. Collaborative research with Australian WollongongUniversity for prevention of rack collapse.7. Development of 3D Printing technology to be used for die elements.

turnover.

C. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION1. Design and development of new bottom freezer refrigerator.2. Development of split air conditioners with green refrigerant HC-290.3. Introduction of value series robots with press brake cell.4. Development of automated guided vehicle for material transportation.5. Development of fingerprint technology.6. Study in progress on fuel cells powered vehicle and hybrid technology on lift trucks.7. Introduction of instant vending machines.8. Technology applied for design and manufacture of mobile shelving undercarriage.9. Introduction of magma simulation software to decide feeding, thermal and venting system for die designing.

(c) Implementation of various measures would result in increased energy savings, greater awareness of energy conservation,better control over steam and electricity consumption, and use of more cost-efficient sources of energy. Celebration of

(c) During the year under review, the Company spent Rs. 31.48 crore on R & D, which was equivalent to 0.43% of net

ANNEXURE I TO THE DIRECTOR'S REPORT

14


D. EXPORTS

previous year.2. Interio division exported office furniture to Cayman Islands (Caribbean).3. Interio division installed laboratory furniture in Indonesia.4. Interio division obtained FDA approval for marketing healthcare beds in USA.5. Security Solutions division executed a large order of 1200 safes for United Kingdom Post office.6. Security Solutions division’s international business grew by 30%; new office opened in Singapore.7. Appliance division entered Afghanistan market with export of refrigerators. 8. Appliance division achieved European energy labeling for frost free refrigerators.9. Appliance division is in process of obtaining CE certification to enter European markets in the near future.10. Appliance division in collaboration with a European firm will develop new range of frost-free refrigerators.11. Precision Components Systems division attended Paris air show in June 2013.12. Precision Components Systems division initiated discussion with new customers in USA, France and UK.13. Prima division launched vending machines in 12 countries of the Middle East and Africa.14. Locks division entered new markets like Liberia, Azerbaijan.15. Locks division inaugurated showroom in Dubai and have finalised for another showroom in Kenya.

16. Material Handling division established new dealer in Vietnam.17. Process Equipment division added Vietnam and Indonesia to its export market list.

E. FOREIGN EXCHANGE EARNINGS AND OUTGOThe Company’s foreign exchange earnings and outgo for the year amounted to Rs. 472 crore and Rs. 997.87 crorerespectively, details of which have been given in the notes forming part of the accounts (See Notes 42, 43 and 44).

1. The Company's exports for the year under review aggregated to Rs. 471.86 crore as against Rs. 401.19 crore in the

15


PART I: IMMEDIATE SUBSIDIARIES (With the Company's direct holdings in excess of 50% of the equity share capital)Incorporated in

Malaysia Singapore The Netherlands

1. 2. 3. 4. 5. 6. 7. 8.

A. Name of the Subsidiary

Godrej Industries

Ltd.

Wadala

Commodities

Ltd.

Godrej

Infotech

Ltd.

Busbar

Systems

(India) Ltd.

Mercury Manufacturing

Co. Ltd.

Godrej (Malaysia)

Sdn. Bhd.

Godrej (Singapore)

Pte. Ltd.

Veromatic

International BV

(Note 1) (Note 1)

B.

31/03/2014 31/03/2014 31/03/2014 31/03/2014 31/03/2014 31/12/2013 31/12/2013 31/12/2013

C. The Company's interest in the

Subsidiaries on the aforesaid

dates:

(a) Number of fully paid Equity

shares 18,72,02,388 1,10,46,635 5,050 50,000 25,00,000 3,09,410 24,720 300

(b) Face Value per share Rs. 1 Rs. 1 Rs. 100 Rs. 10 Rs. 10 RM 10 S$ 10 € 46

(c) Extent of holding 55.81% 51.08% 52.06% 100.00% 66.67% 100.00% 50.74% 75.00%

Rs. Crore Rs. Crore Rs. Crore Rs. Crore Rs. Crore Rs. Crore Rs. Crore Rs. Crore

D. The net aggregate of Profits /

(Losses) of the Subsidiary so

far as it concerns the members

of the Company:

(a) Not dealt with in the accounts

of the Company, amounted to:

1. For the Subsidiary's

Financial Year ended as

in "B" above 61.22 0.03 2.13 1.20 0.38 (0.05) 1.03 (18.07)

2. For the previous Financial

Years of the Subsidiary

since it became the

Company's Subsidiary 410.40 (0.04) (0.76) 1.34 - 6.97 8.64 (3.19)

(b) Dealt with in the accounts of

the Company, amounted to:

1. For the Subsidiary's

Financial Year ended as

in "B" above - - - - - - - -

2. For the previous Financial

Years of the Subsidiary

since it became the

Company's Subsidiary 295.88 - 0.06 - - 5.24 1.25 -

PART II: JOINTLY-HELD SUBSIDIARY (where the Company (G&B) and its subsidiary Godrej Industries Limited (GIL) together hold

more than 50% of equity share capital)Subsidiary Number of Shares Extent of Holding Shares held by

9 Godrej Consumer Products Ltd. (GCPL) 12,24,11,815 35.97% G&B Equity Shares of Rs. 1 each

7,70,29,620 22.63% GIL Equity Shares of Rs. 1 each

SUBSIDIARIES OF GCPL:

Name of the Subsidiary Number of Shares Extent of Holding Shares held by

10 Godrej Household Products Lanka (Private) Limited 21,501,045 100.00% GCPL Equity shares of LKR 10 each

11 Godrej Household Products (Bangladesh) Private Limited 16,970,481 100.00% GCPL Equity shares of BDT 10 each

12 Godrej Consumer Products Bangladesh Limited 1 100.00% GCPL Equity shares of BDT 10 each

13 Godrej South Africa (Proprietary) Limited 18,050,000 100.00% GCPL Equity shares of ZAR 1 each

14 Godrej Global Mid East FZE 5 100.00% GCPL Equity shares of USD 250,000 each

15 Godrej Netherlands B.V. 1,000 100.00% GCPL Equity shares of Euro 100 each

16 Godrej UK Limited 11,333,901 100.00% Godrej Netherlands B.V. Equity shares of GBP 1 each

17 Godrej Consumer Products (UK) Limited 29,156 100.00% Godrej UK Ltd. Equity shares of GBP 1 each

18 Inecto Manufacturing Limited (U.K) 100,000 100.00% Godrej Consumer Products (UK) Ltd Equity shares of GBP 0.01 each

19 Godrej Consumer Investments (Chile) Spa NA 75.00% Godrej Netherlands B.V.

25.00% Godrej UK Ltd.

20 Godrej Holding (Chile) Limitada NA 99.99% Godrej Consumer Investments (Chile) Spa

0.01% Godrej UK Ltd.

21 Cosmetica Nacional 10,922,302 60.00% Godrej Holding (Chile) Limitada Equity shares of CLP 1 each

22 Plasticos Nacional 228,509 98.81% Cosmetica Nacional Equity shares of CLP 1 each

23 Godrej Consumer Products Mauritius Limited 37,385,006 100.00% GCPL Equity shares of USD 1 each

500,000 100.00% GCPL Preference shares of USD 1 each

24 Godrej Consumer Investment Holding Limited 1 100.00% Godrej Consumer Products Mauritius Ltd Equity shares of USD 1 each

25 Godrej Kinky Holdings Limited 13,016 100.00% Godrej Consumer Products Mauritius Ltd Equity shares of USD 1 each

26 Kinky Group (Proprietary) Limited 309,600 100.00% Godrej Kinky Holdings Ltd. Equity shares of ZAR 1 each

27 Godrej Nigeria Limited 15,000,000 99.99% Godrej Consumer Products Mauritius Ltd

0.01% Godrej Kinky Holdings Ltd. Equity shares of Naira 1 each

28 Godrej Argentina Dutch Cooperatief U.A NA 99.99% Godrej Consumer Products Mauritius Ltd.

0.01% Godrej Kinky Holdings Ltd.

29 Godrej Netherlands Argentina Holding B.V. 18,000 100.00% Godrej Argentina Dutch Cooperatief U.A Equity shares of Euro 1 each

Financial Year of the

Subsidiary Company ended on

STATEMENT REGARDING SUBSIDIARY COMPANIES

PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956

Incorporated in India

16



30 Godrej Netherlands Argentina B.V. 18,000 100.00% Godrej Argentina Dutch Cooperatief U.A Equity shares of Euro 1 each

31 Laboratoria Cuenca S.A 9,000,000 91.68% Godrej Netherlands Argentina B.V. Equity shares of ARS 1 each

8.32% Godrej Netherlands Argentina Holding B.V.

32 Deciral S.A 16,500,000 99.00% Laboratoria Cuenca S.A Equity shares of UYU 1 each

1.00% Issue Group Uruguay S.A

33 Issue Group Uruguay S.A 400,000 99.00% Laboratoria Cuenca S.A Equity shares of UYU 1 each

1.00% Deciral S.A

34 Issue Group Brazil Limited 2,249,572 97.00% Laboratoria Cuenca S.A Equity shares of BRL 1 each

3.00% Godrej Netherlands Argentina B.V.

35 Consell S.A 290,000 97.31% Laboratoria Cuenca S.A Equity shares of ARS 10 each

2.42% Godrej Netherlands Argentina B.V.


33 Panamar Produccioness S.A 553,757 90.00% Godrej Netherlands Argentina B.V. Equity shares of ARS 1 each


37 Argencos S.A 6,037,643 85.81% Godrej Netherlands Argentina B.V. Equity shares of ARS 1 each

14.19% Panamar Produccioness S.A

38 Godrej Consumer Products Holding (Mauritius) Limited 184,300,001 100.00% GCPL Equity shares of USD 1 each

39 Indovest Capital Limited 190 100.00% Godrej Consumer Products Holding (Mauritius) Ltd. Equity shares of USD 1 each

40 Godrej Consumer Products Dutch Cooperatief U.A. NA 99.99% Godrej Consumer Products Holding (Mauritius) Ltd.

0.01% Godrej Consumer Products Mauritius Ltd.

41 Godrej Consumer Products (Netherlands) B.V. 18,000 100.00% Godrej Consumer Products Dutch Cooperatief U.A. Equity shares of Euro 1 each

42 Godrej Consumer Holdings (Netherlands) B.V. 18,000 100.00% Godrej Consumer Products Dutch Cooperatief U.A. Equity shares of Euro 1 each

43 PT Indomas Susemi Jaya 2,868 96.93% Godrej Consumer Holdings (Netherlands) B.V. Equity shares of IDR 1000,000 each

3.07% Godrej Consumer Products (Netherlands) B.V.

44 PT Intrasari Raya 1,000 99.00% Godrej Consumer Holdings (Netherlands) B.V. Equity shares of IDR 1000,000 each


45 PT Megasari Makmur 1,750 99.95% Godrej Consumer Holdings (Netherlands) B.V. Equity shares of IDR 1000,000 each


46 PT Ekamas Sarijaya 2,500 96.00% Godrej Consumer Holdings (Netherlands) B.V. Equity shares of IDR 1000,000 each


44 PT Sarico Indah 67,089 98.51% Godrej Consumer Holdings (Netherlands) B.V. Equity shares of IDR 1000,000 each


48 Godrej Mauritius Africa Holdings Limited 53,100,001 100.00% GCPL Equity shares of USD 1 each

49 Godrej Weave Holdings Limited 74,980,006 100.00% Godrej Mauritius Africa Holdings Ltd Equity shares of USD 1 each

50 DGH Mauritius Private Limited 5,455,701 100.00% Godrej Weave Holdings Ltd Equity shares of USD 1 each

51 Weave Business Holding Mauritius Private Limited 153,378 100.00% DGH Mauritius Private Ltd Equity shares of USD 1 each

52 Lorna Nigeria Limited 11,390,105 99.99% Weave Business Holding Mauritius Pvt Ltd Equity shares of Naira 1 each

0.01% DGH Mauritius Private Ltd

53 Godrej West Africa Holdings Limited 16,280,608 55.63% DGH Mauritius Private Ltd Equity shares of USD 1 each

54 Subinite Pty Limited 900 100.00% Godrej West Africa Holdings Ltd Equity shares of ZAR 1 each

55 Weave IP Holding Mauritius Private Limited 1,338 100.00% Godrej West Africa Holdings Ltd Equity shares of USD 1 each

56 Weave Mozambique Limitada 123,466,447 99.90% Godrej West Africa Holdings Ltd Equity shares of MZN 1 each

0.10% Weave IP Holding Mauritius Pvt Ltd

57 Weave Trading Mauritius Private Limited 1,000 51.00% Godrej Weave Holdings Ltd Equity shares of USD 1 each

55 Hair Trading (Offshore) S.A.L. 2,000 99.80% Weave Trading Mauritius Pvt Ltd Equity shares of USD 10 each

59 Godrej East Africa Holdings Limited 4,800,001 100.00% GCPL Equity shares of USD 1 each

60 DGH Phase Two Mauritius Private Limited 14,109,237 51.00% Godrej East Africa Holdings Ltd Equity shares of USD 1 each

61 Style Industries Limited 45,290 99.99% DGH Phase Two Mauritius Pvt Ltd Equity shares of Shs 100 each

0.01% Godrej East Africa Holdings Ltd

62 Godrej Tanzania Holdings Limited 200,001 100.00% GCPL Equity shares of USD 1 each

63 DGH Tanzania Ltd 1 100.00% Godrej Tanzania Holdings Ltd Equity shares of USD 1 each

64 Sigma Hair Industries Limited 2,000 99.95% DGH Tanzania Ltd Equity shares of USD 1 each

0.05% Godrej Tanzania Holdings Ltd

PART III: STEP-DOWN SUBSIDIARIES (where the Company's subsidiaries listed in Part I above, either directly or

through their one or more subsidiaries, hold more than 50% of equity share capital)

(1) Subsidiary of Godrej (Malaysia) Sdn. Bhd. (Financial Year ended on 31-12-2013)Subsidiary incorporated in Mauritius Number of Shares held in the Subsidiary on 31-03-2014 Extent of Holding Shares held by

65 G&B Enterprises 4,250,000 Ordinary Shares of $1 each 100.00% Godrej (Malaysia) Sdn. Bhd.

(Mauritius) Pvt. Ltd. (Note 2)

(2) Subsidiary and Sub-subsidiary of Godrej (Singapore) Pte. Ltd. (Financial Year ended on 31-12-2013)Subsidiary Number of Shares held in the Subsidiary on 31-03-2014 Extent of Holding Shares held by

66 JT Dragon Pte. Ltd. 5,205,500 Ordinary Shares of S$1 each 100.00% Godrej (Singapore) Pte. Ltd.

(Incorporated in Singapore)

67 Godrej (Vietnam) Co. Ltd. 2,999,000 Ordinary Shares of $1 each 100.00% JT Dragon Pte. Ltd.

(Incorporated in Vietnam)

(3) Subsidiaries of Veromatic International BV (Financial Year ended on 31-12-2013)Subsidiary incorporated in the Netherlands Number of Shares held in the Subsidiary on 31-03-2014 Extent of Holding Shares held by

68 Veromatic Services BV 180 Ordinary Shares of €100 each 100.00% Veromatic International BV

69 Water Wonder Benelux BV 400 Ordinary Shares of €45.38 each 100.00% Veromatic International BV

17


(4) Subsidiaries and Sub-subsidiaries of Godrej Industries Ltd. (GIL) (Financial Year ended on 31-03-2014)Equity Shares of Rs. 10 each, unless otherwise stated, held in the Subsidiary on 31-03-2014


SUBSIDIARIES OF GIL:70 Godrej Agrovet Ltd. (GAVL) 8,040,926 60.80% GIL

379,000 2.87% G&B

71 Godrej Properties Ltd. (GPL) 122,775,304 61.62% GIL (Equity Shares of Rs.5 each)

3,240,688 1.63% G&B

72 Ensemble Holdings & Finance Ltd. 3,774,160 100.00% GIL

73 Godrej International Ltd. (Incorporated in the Isle of Man) 2,105,000 100.00% GIL (Ordinary Shares of ₤1 each)

74 Godrej International Trading and Investments Pte. Ltd. 1,000,000 100.00% GIL (Ordinary Shares of $1 each)

(Incorporated in Singapore)

75 Natures Basket Ltd. 106,080,000 100.00% GIL

SUBSIDIARIES OF GAVL:

76 Godrej Seeds & Genetics Ltd. 54,000 90.01% GAVL

77 Godvet Agrochem Ltd. 50,000 100.00% GAVL

SUBSIDIARIES OF GPL:

78 Godrej Real Estate Pvt. Ltd. 50,000 100.00% GPL

79 Godrej Realty Pvt. Ltd. 884,850 51.00% GPL

80 Happy Highrises Ltd. 103,592 51.00% GPL

81 Godrej Buildcon Pvt. Ltd. 50,000 100.00% GPL

82 Godrej Projects Development Pvt. Ltd. 50,000 100.00% GPL

83 Godrej Garden City Properties Pvt. Ltd. 50,000 100.00% GPL

84 Godrej Premium Builders Pvt. Ltd. 25,500 51.00% GPL

85 Godrej Buildwell Pvt. Ltd. 24,500 Class-A 50.10% GPL

1,000 Class-D 100.00% GPL

86 Godrej Landmark Redevelopers Pvt. Ltd. (a subsidiary of GPDPL) 25,500 51.00% GPDPL

87 Godrej Redevelopers (Mumbai) Pvt. Ltd. 27,384 51.00% GPDPL

88 Wonder City Buildcon Pvt. Ltd. 50,000 100.00% GPL

89 Godrej Green Homes Ltd. 50,000 100.00% GPL

Notes:

1.

Godrej (Malaysia) Sdn. Bhd. holds the remaining 12,50,000 equity shares (33.33%) in Mercury.

2.

3.

for purposes other than meeting current liabilities.

4.

does not have any direct holdings in these subsidiaries.

For and on behalf of the Board of Directors

J. N. GODREJ K. A. PALIA P. E. FOUZDAR

Chairman & Executive Director Executive Vice President

Managing Director (Finance) (Corporate Affairs)

& Company SecretaryMumbai, 9th August, 2014

received in relation thereon during the year under review, the Profits / Losses of these subsidiaries do not concern the Members of the Company, as the Company

However, the Company also holds 32,40,688 Equity Shares of Rs. 5 each in Godrej Properties Ltd. and has received a dividend of Rs. 50.80 lakh in respect of the aforesaid

shares during the year ended 31st March, 2014. Accordingly, save and except for the Company’s investment in Godrej Properties Ltd. as aforesaid, and the dividend

In respect of the companies listed above in Part III, the Company indirectly holds through one or more subsidiaries,

more than one-half of the equity share capital. The Company is the ultimate Holding Company of all the subsidiaries listed above in Part II and Part III.

By virtue of the provisions of Section 2(87) of the Companies Act, 2013, these companies are deemed to be the subsidiaries of the Company.

In case of Subsidiaries incorporated outside India, there has been no change in the interest of the Company between the end of the Financial Year of the Subsidiaries and

31st March, 2014; nor has there been any material change during the same period in respect of the Subsidiaries’ fixed assets, investments, lendings and borrowings

Accordingly, as of the date of this Report, G&B (Mauritius) has ceased to be a subsidiary of the Company.

Mercury Manufacturing Co. Ltd. (Mercury) has become a 66.67% subsidiary of the Company with effect from 01-10-2013. The Company's wholly-owned subsidiary

G&B Enterprises (Mauritius) Private Ltd. [G&B (Mauritius)] is a wholly-owned subsidiary of the Godrej (Malaysia) Sdn. Bhd., which in turn is a wholly-owned subsidiary

of the Company (G&B). The Scheme of Amalgamation of G&B (Mauritius) with G&B has since been approved by the Supreme Court of Mauritius and also by the

Bombay High Court. The Registrar of Companies, Port Louis, Mauritius has removed the name of G&B (Mauritius) from the Register, as from 3rd July, 2014.

18


REPORT ON THE FINANCIAL STATEMENTS

Management's Responsibility for the Financial Statements

of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

financial statements are free from material misstatement.

appropriate to provide a basis for our audit opinion.

Opinion

accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1.

2. As required by section 227(3) of the Act, we report that:

the purpose of our audit;

examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

the books of account and with the returns received from branches not visited by us;

Standards referred to in sub-section (3C) of section 211 of the Act; read with General Circular 15/2013 dated September 13, 2013 of the

Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

sub-section (1) of section 274 of the Act.

payable by the Company.

For KALYANIWALLA & MISTRY

CHARTERED ACCOUNTANTS

Firm Registration Number 104607W

ERMIN K. IRANI

PARTNER

Membership Number: 35646

Mumbai, April 25, 2014

(f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section

441A of the Act, nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and

Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of

accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the

overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and

In our opinion and to the best of our information and according to the explanations given to us, the financial statements

give the information required by the Act in the manner so required and give a true and fair view in conformity with the

As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms

of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for

(b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our

(c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting

(e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the

on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of

position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in

sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated September 13,

includes the design, implementation and maintenance of internal control relevant to the preparation and presentation

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in

accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require

that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial

statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor

considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to

design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion

2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF

GODREJ & BOYCE MANUFACTURING COMPANY LIMITED

We have audited the accompanying financial statements of Godrej & Boyce Manufacturing Company Limited ("the Company"),

which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the

year then ended, and a summary of significant accounting policies and other explanatory information.

19


1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation offixed assets (other than furniture, fixture and equipment), acquired/purchased after January 1, 1961. In respect offixed assets acquired/purchased prior to January 1, 1961, the records were compiled by the Management on the basisof physical verification and such other data as were available. In case of furniture, fixture and equipment acquired/purchased after April 1, 1978, the records are maintained showing aggregate quantitative details with their situationand value, without item-wise break-up.

(b) As explained to us, the fixed assets (other than furniture, fixture and equipment) have been physically verified by theManagement in accordance with a phased programme of verification, which in our opinion, is reasonable, consideringthe size of the Company and the nature of its business. The frequency of verification is reasonable and no materialdiscrepancies have been noticed on such physical verification.

(c) In our opinion, the Company has not disposed off a substantial part of fixed assets during the year.2. (a) The Management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedures for the physical verification of inventory followed by the Management are reasonableand adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventoryas compared to book records were not material in relation to the operations of the Company and the same have beenproperly dealt with in the books of account.

3. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in theregister maintained under section 301 of the Act. Accordingly, clauses (iii)(b) to (iii)(d) of paragraph 4 of the Order arenot applicable to the Company for the current year.

(b) The Company has taken unsecured deposits aggregating to Rs. 328.10 crore and repaid unsecured depositsaggregating to Rs. 284.50 crore from twelve parties listed in the register maintained under section 301 of the Act. Theyear-end outstanding is Rs. 43.60 crore, and the maximum balance outstanding during the year is Rs. 271.48 crore.

(c) In our opinion, the rates of interest and other terms and conditions of the aforesaid unsecured deposits taken by theCompany, were not prima facie prejudicial to the interest of the Company.

(d) The payment of principal and interest on the aforesaid unsecured deposits were regular.4. In our opinion and according to the information and explanations given to us, there is an adequate internal control

system commensurate with the size of the Comapany and the nature of its business for purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books of account and according to the information and explanations given to us, we have not come across nor have we beeninformed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) Based on the audit procedures applied by us and according to the information and explanations given to us, theparticulars of contracts and arrangements referred to in section 301 of the Act, have been entered in the registerrequired to be maintained under that section.

(b) The transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. 500,000 with anyparty during the year, have been made at prices which are reasonable having regard to the prevailing market prices atthe relevant time, where comparable market prices exist.

6. In our opinion, and according to the information and explanations given to us, the Company has complied with thedirectives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions ofthe Act and the rules framed thereunder, with regard to deposits accepted from the public. There have been no proceedingsbefore the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any otherTribunal in respect of the aforesaid deposits.

7. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. 8. We have broadly reviewed the books of account maintained by the Company in respect of the manufacture of the products

where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribedunder clause (d) of sub-section (1) of section 209 of the Act, and are of the opinion that, prima facie, the prescribed accountsand records have generally been made and maintained. We have not, however, made a detailed examination of the recordswith a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us and on the basis of our examination of the books of accountand records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund,Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth-tax, Service Tax,Custom Duty, Excise Duty, Cess and any other statutory dues, with the appropriate authorities. According to theinformation and explanations given to us, no undisputed amounts payable in respect of the above were in arrears, as atMarch 31, 2014 for a period of more than six months from the date on which they became payable.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT REFERRED TO IN PARAGRAPH 1

UNDER THE HEADING 'REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS'

20


(b) According to the information and explanations given to us, and the records of the Company, the details of aforesaidstatutory dues as at March 31, 2014 which have not been deposited with the appropriate authorities on account of anydispute, are given below:

Amount

(Rs. in crore)

Excise Duty 40.73 Various years from

1987 to 2014

Service Tax 20.52 Various years from

2003 to 2014

Sales Tax / VAT 27.44 Various years from

1976 to 2014

Property Tax 19.86 Various years upto

March 31, 2014

10. The Company has no accumulated losses at the end of the financial year, and has not incurred any cash losses in thecurrent financial year or in the immediately preceding financial year.

11. According to the information and explanations given to us and based on the documents and records produced to us, theCompany has not defaulted in repayment of dues to a financial institution or bank.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basisof security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company doesnot attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. 15. According to the information and explanations given to us, the Company has given a guarantee for loans taken by

a subsidiary from a bank. The terms and conditions of the guarantee given are not prejudicial to the interest of the Company.16. According to the information and explanations given to us, the term loans have been applied for the purposes for which they

were obtained.17. According to the information and explanations given to us, and on an overall examination of the balance sheet and cash

flows of the Company, the Company has not utilized funds raised on short-term basis for long-term investment.18. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the

Register maintained under section 301 of the Act.19. The Company did not have any outstanding debentures during the year. 20. The Company has not raised any money by a public issue during the year. 21. During the course of our examination of the books of account and records of the Company, and according to the information

and explanations given and representations made by the Management, no major fraud on or by the Company, has beennoticed or reported during the year except for an organized fraud perpetrated on the Company by a customer andhis accomplice team, who on a false pretense of having a large contract for services to be rendered to a reputed client, sub-contracted the so-called client’s order to the Company. When one of the cheques received from the customer wasdishonoured, and on further action and inquiry, it was realized that the said sale contract was not a genuine contract at all.The net loss to the Company, is estimated at Rs.1.93 crore. Appropriate action, including filing an FIR, has been taken by the Company, and the investigation in this matter is in progress.

For KALYANIWALLA & MISTRYCHARTERED ACCOUNTANTSFirm Registration Number 104607W

ERMIN K. IRANIPARTNERMembership Number: 35646

Mumbai, April 25, 2014

The Mumbai Municipal Corporation Act, 1888High Court/Small Causes Court/Municipal Corporation of Greater

Mumbai.

Central Excise Act, 1944 Appellate Authority – Commissioner / Tribunal/ High Court

Finance Act, 1994 Appellate Authority – Commissioner / Tribunal

Central Sales Tax Act, 1956, and State Sales

Tax / VAT Acts

Appellate / Revisional Authority – upto Commissioner/ Tribunal/ High

Court

Nature of the Statute Nature of Dues Period to which the

amount relates

Forum where the dispute is pending

21


(Rupees in crore)Note As at As at

31/03/2014 31/03/2013EQUITY AND LIABILITIES(1) SHAREHOLDERS' FUNDS

(a) Share Capital 2 6.63 6.63 (b) Reserves and Surplus 3 2,846.85 2,667.22

2,853.48 2,673.85 (2) NON-CURRENT LIABILITIES

(a) Long-term Borrowings 4 493.10 437.44 (b) Deferred Tax Liabilities (Net) 5 51.94 66.18 (c) Other Long-term Liabilities 6 141.68 148.05 (d) Long-term Provisions 7 41.82 42.98

728.54 694.65 (3) CURRENT LIABILITIES

(a) Short-term Borrowings 8 714.27 579.19 (b) Trade Payables 9 780.04 791.28 (c) Other Current Liabilities 10 1,642.33 1,351.64 (d) Short-term Provisions 11 149.36 143.63

3,286.00 2,865.74 Total 6,868.02 6,234.24

ASSETS(1) NON-CURRENT ASSETS

(a) Fixed Assets 12(i) Tangible Assets 1,337.96 1,225.27 (ii) Intangible Assets 9.35 2.05 (iii) Capital Work-in-progress 282.21 225.53

1,629.52 1,452.85 (b) Non-current Investments 13 610.07 483.07 (c) Long-term Loans and Advances 14 196.16 126.43 (d) Other Non-current Assets 15 641.07 988.62

3,076.82 3,050.97 (2) CURRENT ASSETS

(a) Current Investments 16 - 2.50 (b) Inventories 17 1,456.33 1,458.38 (c) Trade Receivables 18 1,988.88 1,372.99 (d) Cash and Bank Balances 19 39.10 33.94 (e) Short-term Loans and Advances 20 99.30 149.53 (f) Other Current Assets 21 207.59 165.93

3,791.20 3,183.27 Total 6,868.02 6,234.24

Statement of Significant Accounting Policies andNotes to the Financial Statements 1-45The accompanying notes are an integral part of the financial statements

As per our Report of even date

For KALYANIWALLA & MISTRY For and on behalf of the Board of Directors



ERMIN K. IRANI J. N. GODREJ K. A. PALIA P. D. LAM P. E. FOUZDARPARTNER Chairman & Executive Director Executive Director Executive Vice President

Membership Number: 35646 Managing Director (Finance) & President (Corporate Affairs)

Mumbai, April 25, 2014 & Company Secretary

BALANCE SHEET AS AT 31st MARCH, 2014


22


(Rupees in crore)Note Current Year Previous Year

I. REVENUE(1) Sale of Products and Services (gross) 7,773.05 7,202.55 (2) Less: Excise Duty 449.97 433.03 (3) Net Sales (Products and Services) 23 7,323.08 6,769.52 (4) Other Operating Revenue 49.70 39.81 (5) Revenue from Operations (net) 7,372.78 6,809.33 (6) Other Income 24 113.38 105.22

TOTAL REVENUE 7,486.16 6,914.55

II. EXPENSES(1) Cost of Materials consumed 25 2,704.59 2,679.72 (2) Purchases of Stock-in-Trade 26 1,765.85 1,706.65 (3) Changes in Inventories of Finished Goods, Work-in-Process and Stock-in-Trade 27 17.32 (235.45) (4) Employee Benefits Expense 28 846.68 843.49 (5) Property Development and Construction Expenses (Commercial Projects) 29 135.29 92.41 (6) Less: Expenditure transferred to Capital Accounts (49.13) (37.91) (7) Interest and Finance Costs 30 114.84 105.05 (8) Depreciation and Amortization Expense 83.38 77.15 (9) Other Expenses 31 1,503.79 1,358.93

TOTAL EXPENSES 7,122.61 6,590.04

III. PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX 363.55 324.51

IV. EXCEPTIONAL ITEMS(1) Profit on Sale of Immovable Property 1.62 - (2) Profit on Sale of Non-current Investments 83.32 106.03

84.94 106.03

V. PROFIT BEFORE TAX 448.49 430.54

VI TAX EXPENSE(1) Current tax 94.25 72.59 (2) Minimum Alternate Tax credit entitlement - (16.34) (3) Prior years' tax adjustments 16.06 5.11 (4) Deferred tax charge/(credit) 5 (14.24) 23.79

96.07 85.15 VII PROFIT FOR THE YEAR 352.42 345.39

VIII EARNINGS PER EQUITY SHAREBasic and Diluted Earnings per Equity Share of Rs. 100 each 36 Rs. 5,316 Rs. 5,210

IX Statement of Significant Accounting Policies andNotes to the Financial Statements 1-45The accompanying notes are an integral part of the financial statements








STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2014


23


(Rupees in crore)Current Year Previous Year

A. CASH FLOWS FROM OPERATING ACTIVITIES

PROFIT BEFORE TAXES 448.49 430.54 ADJUSTMENTS FOR:

Depreciation and Amortization 83.38 77.15 Provisions for Doubtful Debts/Advances/Deposits 76.24 24.02 Profit on Sale of Investments (Net): Current (4.05) (0.34) Profit on Sale of Investments (Net): Non-current (83.32) (106.03) (Profit)/Loss on Sale of Fixed Assets (Net): Immovable Property (1.62) -

Profit on Sale/Assignment of Fixed Assets (Net): Other Fixed Assets (3.64) 0.34 Unrealized Foreign Currency (Gain)/Loss (1.37) (1.63) Interest Income (8.14) (10.26) Dividend Income (97.48) (94.60) Interest and Finance Costs 114.84 105.05

OPERATING CASH FLOWS BEFORE WORKING CAPITAL CHANGES 523.33 424.24 MOVEMENT IN CURRENT ASSETS AND LIABILITIES:

Inventories 2.06 (268.06) Trade and other Receivables (428.04) (215.68) Trade and other Payables 66.11 420.46

CASH GENERATED FROM/(USED IN) OPERATIONS 163.46 360.96 Direct Taxes paid (89.84) (68.93)

NET CASH FROM/(USED IN) OPERATING ACTIVITIES 73.62 292.03

B. CASH FLOWS FROM INVESTING ACTIVITIESFixed Assets acquired (266.30) (316.89) Proceeds from Sale of Fixed Assets: Immovable Property 2.17 - Sale/Assignment of Fixed Assets: Other Fixed Assets 9.34 2.16 Sale of Investments: Current 767.55 170.34 Sale of Investments: Non-current 86.08 110.02 Investments made (890.75) (198.36) Interest Income 8.10 10.24 Dividend Income 97.48 94.60

NET CASH FROM/(USED IN) INVESTING ACTIVITIES (186.33) (127.89)

C. CASH FLOWS FROM FINANCING ACTIVITIESWorking Capital Facilities from Banks (net) 89.15 (47.77) Fresh Loans and Deposits taken 1,450.32 1,167.41 Loans and Deposits repaid (1,138.18) (1,068.36) Interest and Finance Costs (114.59) (105.54) Dividend paid, including Dividend Distribution Tax (172.80) (110.25)

NET CASH USED IN FINANCING ACTIVITIES 113.90 (164.51)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 1.19 (0.37)

D. Cash and Cash Equivalents (Opening Balance) 2.69 3.06 E. Cash and Cash Equivalents (Closing Balance) 3.88 2.69

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (E-D) 1.19 (0.37)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2014


24


NOTES:1. The Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard 3 (AS-3) on

"Cash Flow Statements," and presents cash flows by operating, investing and financing activities.2. Figures for the previous year have been regrouped/restated wherever necessary to conform to this year's classification.3. Figures in brackets are outflows/deductions.








25


1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) ACCOUNTING CONVENTIONS:The financial statements are prepared under the historical cost convention and on the ‘going concern’ basis, withrevenues recognised and expenses accounted on their accrual in accordance with the generally accepted accountingprinciples, and are in compliance with the applicable Accounting Standards prescribed by the Central Governmentunder section 211(3C) of the Companies Act, 1956, and other relevant provisions of the Companies Act, 1956. read withThe financial statements are presented in Rupees in crore. Figures below Rs.50,000 are disclosed by '*'. Where changes in presentation are made, comparative figures for the previous year are restated/regrouped accordingly.

(b) USE OF ESTIMATES:The presentation of financial statements in conformity with the generally accepted accounting principles requiresestimates and assumptions to be made that affect the reported amount of assets and liabilities, revenues andexpenses, and disclosure of contingent liabilities. Difference between the actual results and estimates arerecognised in the period in which the results materialise/are known.

(c) FIXED ASSETS AND DEPRECIATION/AMORTISATION:The Gross Block of fixed assets is shown at the original cost of acquisition or construction including taxes andduties (net of tax credits as applicable), interest on borrowings upto the period of time the asset is put to use, andother incidental expenses related to acquisition and installation of the concerned assets; capital grants relating tospecific fixed assets are reduced from the gross value of the respective assets.Transferable Development Rights (TDRs) obtained by the Company in respect of its freehold lands situated atMumbai, are carried at cost by adjustments in the corresponding cost (book value) of lands, and are shown underFreehold Land.Internally manufactured assets are capitalised at estimated cost consisting of direct material and direct labourcosts, plus appropriate factory overheads.The Company follows the Straight Line method for charging depreciation on all items of Fixed Assets, at the ratesspecified in Schedule XIV to the Companies Act, 1956; these rates are considered as the minimum rates. Ifmanagement’s estimate of the useful life of the fixed asset is shorter than that envisaged in Schedule XIV,depreciation is provided at a higher rate based on management’s estimate of the useful life. Accordingly, in respectof the commercial construction projects departmentally promoted/developed by the Company, on some items ofmachinery at the project sites, depreciation is provided at a higher rate based on estimated useful life of the assets.In respect of additions to/deductions from the assets, the depreciation on such assets is calculated on a prorata basis from/upto the month of such addition/deduction. Assets costing less than Rs. 5,000 are fully depreciated in the year of purchase/acquisition. Leasehold Land and Buildings are amortised over the period of the lease. The cost of fixed assets not ready for their intended use at the balance sheet date are disclosed under capitalwork-in-progress.Intangible assets comprising of Technical Know-how and Trade Marks are amortised on straight-line basis at the rate of 16.67%; capitalised Computer Software costs, relating to the ERP system are amortised on straight line basis at the rate of 20%.Profit or loss on sale, transfer or disposal of fixed assets is recognised in the year of such sale, transfer or disposal.Repairs, renewals, renovations and maintenance are charged to the Statement of Profit and Loss as incurred.An impairment loss is recognised wherever the carrying value of the fixed assets of a cash-generating unit exceedsits market value or value in use, whichever is higher.In respect of the Property Development Activity, consisting of construction projects promoted/developed on theCompany’s lands, the fair value of land/Transferable Development Rights (TDRs) forming part of the projects istransferred from Fixed Assets to Construction Work-in-Progress. The difference between the fair value of land/TDRsforming part of the projects and the cost (book value) of land/TDRs, pending completion of the projects, is credited toConstruction Projects Reserve.

(d) FOREIGN CURRENCY TRANSACTIONS:Foreign currency transactions are accounted for at exchange rates prevailing at the date of the transaction. Gains orlosses, resulting from the settlement (actual realisation/payment) of such transactions and from the translation ofmonetary current assets and monetary liabilities denominated in foreign currencies into rupees at the year-endexchange rates, are recognised in the Statement of Profit and Loss. However, exchange differences relating to fixedassets upto the year ended 31st March, 2007 have been included in the carrying amount of fixed assets. Non-monetaryitems like fixed assets, inventories and investments in equity shares, which are carried in terms of historical costdenominated in a foreign currency, are reported using the exchange rate at the date of the transaction.The Company’s forward exchange contracts are not held for trading or speculation; the discount or premium arisingfrom the difference between the forward rate and the spot rate at the inception of such a contract is amortised asincome or expense over the period of the contract. Any profit or loss arising on the cancellation or renewal offorward contracts is recognised in the Statement of Profit and Loss. The effect of these forward contracts outstanding

(e) INVESTMENTS:Long-term Investments are stated at cost (unless otherwise stated); however, for any diminution other than temporary in the value of investments, the book value is reduced to recognise the decline. In cases where long-term investments are carried at their book values, which are higher than their fair values, the diminution in the value of such investments

NOTES TO THE FINANCIAL STATEMENTS

26


is considered to be of a temporary nature, in view of ther Company's long-term financial involvement in such investeecompanies. No provision is, therefore, considered necessary in the accounts for diminution in the value of such investments.Readily realisable investments intended to be held for less than one year are classified as Current Investments, andare carried at the lower of their costs and fair values.

(f) INVENTORIES:Trade Inventories:

Raw Materials, Loose Tools, Stores, Spares, etc. are valued at lower of weighted average cost and estimated netrealisable value.Work-in-Process (other than Construction Projects) is valued at lower of estimated cost (consisting of directmaterial and direct labour costs plus appropriate factory overheads) and estimated net realisable value.Finished Goods are valued at lower of average cost and estimated net realisable value; cost includes purchase,conversion, appropriate factory overheads, any taxes or duties and other costs incurred for bringing theinventories to their present location and condition. Spares and Components for after-sales service are valued atlower of average cost and estimated net realisable value.Obsolete and damaged inventories, and other anticipated losses are adequately provided for, whereverconsidered necessary.

Construction Projects:In respect of the commercial construction projects promoted/developed on the Company’s lands, ConstructionWork-in-Progress is valued at estimated cost consisting of the fair value of land (forming part of the project),development, construction and other related costs.

(g) INVESTMENT SUBSIDY:Investment Subsidy under the Central/State investment incentive scheme is credited to Investment Subsidy Reserveand treated as a part of shareholders’ funds.

(h) REVENUE RECOGNITION:Sales comprise sale of goods and services to external customers and are accounted inclusive of excise duty but netof sales tax, returns, discounts, rebates and allowances. Revenue from sale of products is recognized when risk ofloss, title and insurable risk have transferred to the customer, which in most cases, coincides with delivery ofproducts and rendering of related services. Revenue from service transactions is recognised as per agreements/arrangements with the customer when the related services are rendered/provided.Revenues arising out of the Company’s Property Development Activity are recognised and shown under Sales, byreference to the stage of completion (as certified by an Architect) under the percentage of completion method.Revenue from fixed-price construction contracts is recognised under the percentage of completion method.Export entitlements are recognised in the Statement of Profit and Loss when the right to receive credit as per the termsof the entitlement is established in respect of the exports made.

(i) LEASES (WHERE THE COMPANY IS THE LESSOR):In its Estate Leasing operations, the assets subject to operating leases are included in fixed assets. Lease income isrecognised in the Statement of Profit and Loss on a straight-line basis over the lease term. Costs, including depreciation,are recognized as an expense in the Statement of Profit and Loss. Initial direct costs such as legal costs, brokeragecosts, etc. are recognised immediately in the Statement of Profit and Loss.

(j) RESEARCH AND DEVELOPMENT EXPENSES:Revenue expenditure pertaining to research and development is charged to Statement of Profit and Loss under thenatural head of expense. Capital expenditure on research and development is shown as addition to Fixed Assets, anddepreciation is provided on such assets as applicable.

(k) EMPLOYEE BENEFITS:(i) Short-term Employee Benefits: (payable wholly within twelve months of rendering the service)

Short-term benefits such as salaries, wages, etc., are determined on an undiscounted basis and recognized in theperiod in which the employee renders the related service.

(ii) Post-employment Benefits:Defined Contribution Plans: The Company’s contributions paid/payable to Managerial Superannuation Fund,Employees’ State Insurance Scheme, Employees’ Pension Schemes, 1995 and other funds, are determined underthe relevant approved schemes and/or statutes, and are recognised as expense in the Statement of Profit and Loss during the period in which the employee renders the related service. There are no further obligations other thanthe contributions payable to the approved trusts/appropriate authorities.Defined Benefit Plans: The Company’s Provident Fund and Gratuity are defined benefit plans. The Company’sliability for the defined benefit schemes is actuarially determined by an independent actuary based on theprojected unit credit method. The Company’s net obligation in respect of such plans is calculated by estimating theamount of future benefit that employees have earned in return for their services in the current and prior periods;that benefit is discounted to determine its present value, and the fair value of the plan asset is deducted. Actuarialgains and losses are recognized immediately in the Statement of Profit and Loss.However, the Rules of the Company's Provident Fund (PF) administered by a Trust, require that if the Board ofTrustees is unable to pay interest at the rate declared for the Employees’ Provident Fund by the Government underpara 60 of the Employees’ Provident Fund Scheme, 1952, for the reason that the return on investment is less or forany other reason, then the deficiency shall be made good by the Company.Other Employee Benefits include leave encashment/long-term compensated absences schemes.

(l) PRODUCT WARRANTY EXPENSES UNDER FREE SERVICE WARRANTY OBLIGATIONS:In respect of products sold by the Company, which carry a specified warranty, future costs that will be incurred bythe Company in carrying out its contractual warranty obligations are estimated and accounted for on accrual basis.

27


(m) EXCISE DUTY:Excise Duty paid on goods manufactured by the Company is accounted for at the time of despatch of goods from thefactories.Excise Duty payable on goods manufactured is accrued for stocks held in factories at the year-end. Excise Duty paid/payable on goods manufactured by the Company and remaining in stock, is included in the value of Finished Goods.Excise Duty related to the difference between the closing stock and opening stock of Finished Goods is recognizedseparately in the Statement of Profit and Loss in the note on Increase/Decrease in Finished Goods, Work-in-Processand Stock-in-Trade.

(n) BORROWING COSTS:Borrowing costs which are attributable to the acquisition, construction or production of an asset that necessarilytakes substantial period of time to get ready for its intended use, upto the time the said asset is put to use, arecapitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period inwhich they are incurred.

(o) TAXES ON INCOME:Current tax is the amount of tax payable for the year, determined under the provisions of the tax laws. Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the difference between taxableincome and accounting income that originate in one period and are capable of reversal in one or more subsequentperiods. Deferred Tax assets are not recognised on unabsorbed depreciation and carry forward of losses unlessthere is virtual certainty that sufficient future taxable income will be available against which such deferred taxassets can be realised. The carrying amount of Deferred tax assets/liabilities are reviewed at each balance sheetdate. The tax effect is calculated on the accumulated timing difference at the year-end, based on the tax rates andlaws enacted or substantially enacted on the balance sheet date.Minimum Alternate Tax (MAT) Credit Entitlement is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period in which such credit can be carried forward for set-off. The carrying amount of MAT Credit Entitlement is reviewed at each balance sheet date.

(p) PROPOSED DIVIDEND:Proposed Dividend, if any, subject to shareholders’ approval at the Annual General Meeting, is provided in the books.

(q) PROVISIONS AND CONTINGENT LIABILITIES:A provision is recognised only when there is a present obligation as a result of a past event that probably requiresan outflow of resources to settle the obligation and in respect of which a reliable estimate can be made. Provision isnot discounted to its present value and is determined based on the best estimate required to settle the obligation atthe balance sheet date. A disclosure for a contingent liability is made when there is a possible obligation or apresent obligation that may, but probably will not, require an outflow of resources. When there is a possibleobligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provisiondisclosure is made.Provisions and Contingent Liabilities are reviewed at each balance sheet date.

(r) EARNINGS PER SHARE:Basic and diluted earnings per share are computed by dividing the net profit after taxes attributable to equityshareholders for the year, with the weighted number of equity shares outstanding during the year.

28


(Rupees in crore)2. SHARE CAPITAL As at As at

(a) Authorised: 31/03/2014 31/03/2013(i) 1,100,000 Equity Shares of Rs. 100 each 11.00 11.00 (ii) 900,000 Cumulative Redeemable Preference Shares of Rs. 100 each 9.00 9.00

20.00 20.00 (b) Issued, Subscribed and Paid Up:

662,910 Equity Shares of Rs. 100 each fully paid up 6.63 6.63 (1) The Company does not have any holding company.(2) Details of equity shareholders holding more than 5% shares in the Company are given below:

Number % holding Number % holding(i) Godrej Investments Private Limited - an investing associate 177,432 26.77% 177,432 26.77%(ii) Trustees, Pirojsha Godrej Foundation - a public

charitable trust 157,500 23.76% 157,500 23.76%(iii) Mr. R.K. Naoroji 65,594 9.89% 65,594 9.89%(iv) Mr. N.B. Godrej 65,593 9.89% 65,593 9.89%(v) Ms. S.V. Crishna 35,333 5.33% 35,333 5.33%

(3) There has been no movement in the number of shares outstanding at the beginning and at the end of the reportingperiod, as well as the comparative previous period.

(4) Terms/rights attached to equity shares: The Company has only one class of equity shares. Each holder of equityshares is entitled to one vote per share. Accordingly, all equity shares rank equally with regard to dividends andshare in the Company's residual assets. The dividend proposed by the Board of Directors is subject to the approvalof the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holdersof equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of allpreferential amounts, in proportion to the number of equity shares held.

(Rupees in crore)As at As at

3. RESERVES AND SURPLUS 31/03/2014 31/03/2013(a) Investment Subsidy Reserve

Balance as per last Balance Sheet 0.69 0.69

(b) Securities Premium ReserveBalance as per last Balance Sheet 20.08 20.08

(c) Construction Projects Reserve [Note 12(a)](i) As per last Balance Sheet 146.37 22.05 (ii) Add: Excess of the fair value of Freehold Land (forming part of the commercial

projects and transferred to Construction Work-in-Progress) over the book value ofLand, credited to the Reserve pending completion of the projects - 124.32

146.37 146.37 (d) General Reserve

(i) As per last Balance Sheet 546.00 510.99 (ii) Add: Transfer from Surplus in the Statement of Profit and Loss 36.00 35.01

582.00 546.00

(e) Surplus-balance in the Statement of Profit and Loss(i) As per last Balance Sheet 1,954.08 1,762.47 (ii) Add: Profit for the Year 352.42 345.39 (iii) Less: Transfer to General Reserve (36.00) (35.01) (iv) Less: Interim Equity Dividend for the financial year 2013-14 [ Rs. 700 per share (previous year: Rs. Nil)] (46.40) - (v) Less: Proposed Final Equity Dividend for the financial year 2013-14

[Rs. 1,600 per share (previous year: Rs. 1,600 per share)] (106.06) (106.06) (vi) Less: Dividend Distribution Tax (net) in respect of (iv) and (v) above (20.33) (12.71)

2,097.71 1,954.08 Total 2,846.85 2,667.22

As at 31-03-2013As at 31-03-2014

29


(Rupees in crore)

Non-current

portion

Current

maturities

Non-current

portion

Current

maturities4. LONG-TERM BORROWINGS

(a) Secured Term Loans from Banks and Financial Institutions(i) Term Loan from The Zoroastrian Co-operative Bank

Ltd. 10.11 1.89 - 4.00 (ii) Term Loan from Corporation Bank - - 2.49 (iii) Term Loan from Central Bank of India - - 10.00 (iv) Term Loan from Housing Development Finance

Corporation Ltd. (HDFC) 0.75 0.38 1.13 0.38 10.86 2.27 1.13 16.87

(b) Unsecured (i) Interest-free Loans under the Sales Tax Deferral

Schemes of various State Governments 54.26 2.71 57.05 2.82 (ii) Fixed Deposits 427.98 99.41 379.26 33.26

482.24 102.12 436.31 36.08

Total 493.10 104.39 437.44 52.95

(i) Term Loan from The Zoroastrian Co-operative Bank Ltd. is secured by way of hypothecation of specified machinery and equipment. It carries a floating interest rate of 2% p.a. below Bank's Minimum Lending Rate (10.50% p.a. as at31-03-2014) subject to a minimum of 9.00% p.a. and a maximum of 12.50% p.a., and is repayable in 19 quarterlyinstallments (18 installments of Rs. 0.63 crore each and last installment of Rs. 0.66 crore starting from 30-09-2014and ending on 24-03-2019)

(ii) Term Loan from HDFC is secured by first equitable mortgage of specified immovable properties situated atVikhroli, Mumbai. It carries a floating interest rate of HDFC-CPLR minus 4.75% p.a. (13.35% p.a. as at 31-03-2014),and is repayable in 36 monthly instalments of Rs. 0.03 crore each, ending on 31-03-2017

(iii) Term Loan from Central Bank of India was secured by way of hypothecation of specified machineryand equipment. It carried an interest rate of Base Rate plus 1.50% p.a. (11.75% p.a. as at 31-03-2013),and was repaid in 2 equal quarterly instalments of Rs. 5 crore each, on 29-04-2013 and 29-07-2013.

(iv) Term Loan from Corporation Bank was secured by first equitable mortgage of specified immovable propertiessituated at Vikhroli, Mumbai. It carried an interest rate of Base Rate plus 3.25% p.a. (13.35% p. a. as at 31-03-2013),and was repaid in one final instalment of Rs. 2.49 crore on 30-06-2013.

(v) Interest-free Loans under the Sales Tax Deferral Schemes of various State Governments are payable in quarterlyand annual instalments as may be prescribed in the Schemes, beginning from 20-04-2013 and continuing upto01/04/2023

(vi) Fixed Deposits from employees and public carry interest rates ranging from 8.00% p.a. to 10.25% p.a. payablemonthly or half-yearly, and have a maturity period of 3 years from the respective dates of deposit.

(vii) Current maturities of Long-term Borrowings are disclosed under the head "Other Current Liabilities" (Note 10)


31/03/2014 31/03/20135. DEFERRED TAX LIABILITIES (NET)

Deferred tax liabilities arising on account of:Differences in Depreciation and Amortization for accounting and income-tax purposes 123.14 102.72

Deferred tax assets arising on account of:Provision for Doubtful Debts/Advances (50.89) (24.97) Others (20.31) (11.57) Sub-total (71.20) (36.54)

Net Deferred Tax Liabilities as per Balance Sheet 51.94 66.18

Deferred Tax Charge/(Credit) for the year [item VI(4) of the Statement of Profit and Loss] (14.24) 23.79

As at 31-03-2014 As at 31-03-2013

30



31/03/2014 31/03/20136. OTHER LONG-TERM LIABILITIES

(a) Dealers’ Deposits 29.40 27.69 (b) Sundry Deposits and Advances 106.72 103.07 (c) Other Liabilities 5.56 17.29 Total 141.68 148.05

(i) Sundry Deposits and Advances include: (a) Rs. 24.80 crore (as at 31-3-2013:Rs. 24.80) received towards hand-over of possession of Land to a publicutility, and (b) Rs. 0.75 crore (as at 31-3-2013: Rs. 0.75 crore) received towardsCompensation against Land acquired. These amounts have not been adjusted in theaccounts in view of pending suit/proceedings.

(ii) Sundry Deposits and Advances also include amount due to a subsidiary company:Godrej Industries Ltd.: Rs. 0.69 crore (as at 31-3-2013: Rs. 0.69 crore).

(iii) Other Liabilities include non-current portions of trade payables and advance income.

(Rupees in crore) Long-term Provisions

As at

31-03-2014

As at

31-03-2013

As at

31-03-2014

As at

31-03-20137. LONG-TERM PROVISIONS

(a) Provision for Free Service under Product Warranties 18.65 14.32 15.18 15.62 (b) Provision for Leave Encashment Benefit to Employees 5.19 5.21 26.64 27.36 Total 23.84 19.53 41.82 42.98

(i) Short-term provisions are disclosed under the head"Short-term Provisions" (Note 11)

8. SHORT-TERM BORROWINGS(a) Secured

(i) Working Capital Facilities from Banks (Net) 303.24 213.75 (ii) Export Credits from Export-Import Bank of India under a revolving credit limit 215.00 25.00

518.24 238.75 (b) Unsecured

(i) Deposits from Companies 36.78 0.33 (ii) Deposits from Shareholders 122.70 186.85 (iii) Other Borrowings 36.55 153.26

196.03 340.44

Total 714.27 579.19

(i) Working Capital Facilities from Banks [including Nil due and payable in foreigncurrency (as at 31-3-2013: Rs. 66.14 crore)] are secured by a first pari passucharge by way of hypothecation of inventories and book debts. They carry interestrates ranging from 10.70% p.a. to 13.25% p.a. and are generally renewable each year.

(ii) Export Credits from Export-Import Bank of India are secured by first equitablemortgage of specified immovable properties situated at Vikhroli, Mumbai. Theycarry an interest rate of 10.10% p.a.(excluding interest subvention of 3%), and are payable/renewable after 180/360 days.

(iii) Deposits from Companies carry an interest rate of 9.50% p.a. payable monthly and quarterly, and have a maturity period of 3 months or 6 months from the respective dates of deposit; and include deposits from an associate Godrej Investments Pvt. Ltd.: Rs. 36.40 crore (as at 31-3-2013: Nil)

(iv) Deposits from Shareholders have a maturity period of 3 months from the respective dates of deposit, and carry an interest rate of 9.75% p.a. payable at maturity.

(v) In respect of Negotiable Commercial Paper, the maximum balance outstanding during the year was Rs. 250 crore (Previous Year: Rs. 250 crore).(vi) Other Borrowings are Buyers Credit from Banks, due and payable in foreign

currency, and carry interest rates ranging from 0.74% to 1.03% p.a.

Short-term Provisions

31



31/03/2014 31/03/2013

9. TRADE PAYABLES(a) Acceptances 143.12 109.73 (b) Trade Payables 636.92 681.55 Total 780.04 791.28

(i) Trade Payables include balance due to vendors as defined under the Micro, Smalland Medium Enterprises Development Act, 2006 (MSMED Act): Rs. 60.45 crore (asat 31-03-2013: Rs. 56.30 crore)Further, no interest during the year has been paid or payable under the terms of theMSMED Act. The above information has been compiled by the Company on the basisof information made available by vendors during the year.

(ii) Trade Payables include amounts due to Related Parties: (a) Godrej Industries Ltd.:Rs. 0.84 crores (as at 31-03-2013: Rs. Nil) (b) Godrej Infotech Ltd.: Rs. Nil (as at 31-03-2013: Rs. 0.21 crore); (c) Godrej Agrovet Ltd.: Rs. Nil(as at 31-03-2013: Rs. 6,000); (d) Veromatic International BV: Rs. 0.04 crore (as at31-03-2013: Rs. 0.09crore); (e) Godrej Consumer Products Ltd.: Rs. 1.63 crore (asat 31-03-2013: Rs.0.01crore); (f) Mercury Mfg. Co. Ltd.: Rs. 0.45 crore (as at 31-03-2013: Rs. 0.43 crore); (g) Godrej & Khimji (Middle East) LLC: Rs. 0.06 crore(as at 31-03-2013: Rs. 0.10 crore) and (h) Godrej Waterside Properties Pvt. Ltd.:Rs. 0.01 crore (as at 31-03-2013: Rs. 0.01 crore)

10. OTHER CURRENT LIABILITIES(a) Current maturities of long-term borrowings (Note 4) 104.39 52.95 (b) Interest accrued but not due on borrowings 1.37 1.12 (c) Statutory dues including provident fund and tax deducted at source 122.59 88.72 (d) Employee benefits payable 161.39 173.42 (e) Advances from Customers 933.54 804.96 (f) Loans guaranteed by a Director (due for repayment have since been claimed and repaid) - 0.01 (g) Unclaimed Fixed Deposits (matured deposits not claimed on due dates) 2.00 2.16 (h) Other payables 317.05 228.30 Total 1,642.33 1,351.64

(i) There is no amount due and outstanding to be credited to the Investor Educationand Protection Fund, in respect of matured but unclaimed Fixed Depositsand any unclaimed interest.

(ii) Other Payables include accrued expenses and creditors for capital procurement.

11. SHORT-TERM PROVISIONS(a) Provision for Proposed Final Equity Dividend 106.07 106.07 (b) Provision for Dividend Distribution Tax (net), in respect of the above 18.02 18.03 (c) Provision for Leave Encashment Benefit to Employees 5.19 5.21 (d) Provision for Free Service under Product Warranties 18.65 14.32 (e) Provision for Taxation (net of Advance Tax Rs. 92.82 crore) 1.43 - Total 149.36 143.63

32


12. FIXED ASSETS

(Rupees in crore)

Freehold

Land

Leasehold

Land

Freehold

Buildings

Leasehold

Buildings

Plant &

Equipment

Vehicles/

Vessels

Furniture &

Fixtures

Office

Equipment Total

COST OF ASSETS

Gross Block as at 1-4-2013 130.67 25.11 634.14 0.13 1,124.49 19.07 62.83 55.26 2,051.70 Capital Work-in-Progress as at 1-4-

2013 - - 137.82 - 79.93 0.01 4.60 3.17 225.53

Capital Expenditure during the year 51.46 - 19.23 0.27 165.82 0.60 9.97 9.23 256.58

Capital Work-in-Progress as at 31-3-

2014 - - (138.88) - (133.14) (0.10) (4.69) (5.40) (282.21)

Additions 51.46 - 18.17 0.27 112.61 0.51 9.88 6.99 199.89 Deductions (0.37) - (0.24) - (21.71) (1.48) (1.18) (0.96) (25.94) Gross Block as at 31-3-2014 181.76 25.11 652.07 0.40 1,215.39 18.10 71.53 61.29 2,225.65

DEPRECIATION

Total Depreciation upto 31-3-2013 - 1.92 109.76 0.05 660.04 3.99 31.40 19.27 826.43

Depreciation for the year - 0.28 13.84 0.06 58.49 0.98 3.61 3.70 80.96 Depreciation on Deductions - - (0.06) - (16.83) (1.11) (1.08) (0.62) (19.70)

Total Depreciation upto 31-3-2014 - 2.20 123.54 0.11 701.71 3.86 33.93 22.35 887.70

NET BOOK VALUE

Net Block as at 31-3-2014 181.76 22.91 528.53 0.29 513.69 14.24 37.60 38.94 1,337.96 Capital Work-in-progress - - 138.88 - 133.14 0.10 4.69 5.40 282.21 Total as at 31-3-2014 181.76 22.91 667.41 0.29 646.83 14.34 42.29 44.34 1,620.17 Previous Year’s Total 130.67 23.19 662.20 0.08 544.38 15.09 36.03 39.16 1,450.80

Total

- 8.89 9.72 9.72

Deductions - - Gross Block as at 31-3-2014 9.72 18.61

- 6.84 1.94 2.42

- - 1.94 9.26

7.78 9.35 - 2.05

-

8.64

-

Tangible Assets

Technical

Know-how

Trademarks

8.64

Intangible Assets (other than internally generated)

Computer Software

6.80

0.44

-

1.84

0.25

-

-

0.25

0.04

0.04

-

7.24

0.17 1.40

0.21

Gross Block as at 1-4-2013

Additions

AMORTIZATION

Total upto 31-3-2013

Charge for the year

Deductions during the year

0.08

As at 31-3-2013

COST OF ASSETS

Total Amortization upto 31-3-2014

NET BOOK VALUE

As at 31-3-2014

33


(a) (i) In respect of the Company’s Property Development Activity consisting of construction projects promoted/developedon the Company’s lands, a total sum of Rs. 169.60 crore, being the fair value of land/Transferable Development Rights(TDRs) forming part of the projects, has been transferred from Fixed Assets to Construction Work-in-Progressupto 31st March, 2013[Note 17(g)]; a further sum of Rs. Nil has been so transferred during the financial year 2013-14.

(ii) The difference between the fair value of land/TDRs forming part of the projects and the book value of land/TDRs,aggregating to Rs. 169.57 crore, upto 31st March, 2013, pending completion of the projects, has been credited toConstruction Projects Reserve [Note 3 (c ).] ; of which a sum of Rs. 23.21 crore in respect of the completed projects

(iii) From the Construction Projects Reserve a total sum of Rs.23.21 crore, in respect of the completed projects,has been transferred to Other Operating Revenue through the Statement of Profit and Loss, upto 31st March,2012

(iv) The balance in the Construction Projects Reserve of Rs. 146.37 crore at the close of the year [Note 3( c)(i)]represents unadjusted amounts, pending completion of the projects.

(b) In respect of part of its vacant lands at Mumbai and elsewhere, the Company had made necessary applicationsunder the provisions of the Urban Land (Ceiling & Regulation) Act, 1976 (“the Act”) and applied for exemptions. TheState of Maharashtra has also filed a Title Suit against the Company (Suit No. 679 of 1973) in the Hon'ble HighCourt of Judicature at Bombay, claiming ownership of a part of the Company’s lands at Vikhroli, Mumbai, which ispending. The Central Government repealed the Act by the Urban Land (Ceiling & Regulation) Repeal Act, 1999 (No. 15 of 1999), which came into force on 11th January, 1999, and applied in the first instance to the whole of the Statesof Haryana and Punjab and to all the Union Territories, and thereafter applied to other States which adopted thisAct by Resolution passed in that behalf. The State of Maharashtra on 29th November, 2007 adopted the Repeal Actby Resolution passed in that behalf under Clause (2) of Article 252 of the Constitution. However, the usual rules andregulations for carrying out building activities shall continue to apply. The position of the vacant lands in the TitleSuit continues to maintain the status quo.(c) In respect of the Company’s freehold land situated at Thane (transferred on Amalgamation of the erstwhile LawkimLtd.):(i) Land admeasuring approximately one acre was the subject matter of dispute. The Company has filed an appealin the Hon’ble High Court of Judicature at Bombay, against the Order dated 23rd December, 2004 passed by theThird Additional District Judge, Thane. The Company has also registered notice of lis pendens dated 17th May,2005 with the Registrar of Sub-Assurance.(ii) A part of the land was acquired by the Thane Municipal Corporation and the Company has an option for theTransferable Development Rights (TDR) as compensation for the said acquisition. Pending the receipt of suchcompensation by the Company in the form of TDR, no adjustment has been made in the books in this regard.(d) Freehold Land includes (i) leasehold rights in perpetuity and (ii) transferable development rights (TDRs). FreeholdBuildings include investments representing shares in ownership of flats.(e) Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs. 41.57 crore

(as at 31-03-2013: Rs. 80.96 crore).(f) Fixed Assets given on operating lease: (Rupees in crore)

As at As at13. NON-CURRENT INVESTMENTS 31/03/2014 31/03/2013

A. TRADE INVESTMENTS (valued at cost unless stated otherwise):(a) QUOTED

(1) Investments in Equity Shares in direct Subsidiary Companies (with the Company's direct holdings in excess of 50% of the equity share capital)

(i) 18,72,02,388 Fully Paid Equity Shares of Re. 1 each in Godrej Industries Ltd. – at Book Value 50.70 50.70 (ii) 1,10,46,635 Fully Paid Equity Shares of Re.1 each

in Wadala Commodities Ltd. 0.68 0.68 51.38 51.38

Freehold Buildings Plant &

Equipment

Furniture & Fixtures Office

Equipment

Freehold

Buildings

Plant &

Equipment

Furniture &

Fixtures

Office

Equipment

(i) Gross Block 295.00 30.97 0.71 9.62 294.77 26.60 0.71 7.38

(ii) Net Book Value 274.44 18.27 0.26 4.22 279.71 17.93 0.29 3.16

(iii) Depreciation for the year 5.49 4.03 0.04 1.24 5.50 4.14 0.04 1.04

Current Year Previous Year

34



(2) Investments in Equity Shares in other Subsidiary 31/03/2014 31/03/2013Companies (where the Company owns directly and/or indirectly through one or more subsidiaries, more than one-half of the equity share capital)(i) 12,24,11,815 (as at 31-03-2013: 12,35,61,815)

Fully Paid Equity Shares of Re. 1 each in Godrej Consumer Products Ltd. – At Book Value (11,50,000 shares sold during the year) 292.58 295.33

(ii) (a) 12,70,000 Equity Shares of Rs. 10 each in Godrej Properties Ltd. - 81.06 (b) 32,40,688 Equity Shares of Rs. 5 each in Godrej Properties Ltd. 92.44 -

(3,50,344 Equity shares of Rs.10 each were subscribed in the Rights Issue during the year. With effect from 22nd November, 2013, each share of Rs.10 wassub-divided into two shares of Rs.5 each, accordingly, in lieu of the Company'sholdings, 32,40,688 shares of Rs.5 each have been issued to the Company)

385.02 376.39

(3) Investments in Equity Shares in an Associate Company:(i) 1,21,75,000 (as at 31.03.2013: 1,12,75,000) Fully Paid Equity Shares of Rs. 2 each in Geometric Ltd. (9,00,000 shares purchased during the year) 7.27 0.45

Total Quoted Non-current Trade Investments 443.67 428.22

Aggregate Market Value 16,540.00 15,334.00

(b) UNQUOTED(1) Investments in Equity Shares in direct Subsidiary Companies

(i) 5,050 Fully Paid Equity Shares of Rs.100 each in Godrej Infotech Ltd. 1.05 1.05 (ii) 3,09,410 Fully Paid Equity Shares of RM 10 each in Godrej (Malaysia) Sdn. Bhd. 6.04 6.04 (iii) 24,720 Fully Paid Equity Shares of S$ 10 each in Godrej (Singapore) Pte. Ltd. - - (iv) 300 Fully Paid Equity Shares of € 46 each in Veromatic International BV., the

Netherlands [excluding diminution (other than temporary) in the value ofinvestment amounting to Rs. 43.02 crore recognized in 2011-12] 8.95 8.95

(v) 50,000 Equity Shares of Rs. 10 each of Busbar Systems (India) Ltd. 22.06 22.06 38.10 38.10

(2) Investments in Equity Shares in other Subsidiary Companies (where the Companyowns directly and/or indirectly through one or more subsidiaries, more than one-half of the equity share capital)(i) 25,00,000 (as at 31.03.2013: 15,71,250) Fully Paid Equity Shares of Rs. 10 each in Mercury Manufacturing Co. Ltd. (9,28,750 shares purchased during the year) 7.30 2.64(ii) 3,79,000 Equity Shares of Rs. 10 each in Godrej Agrovet Ltd. (purchased during the year) 86.00 0.00

(3) Investments in Equity Shares of Joint Ventures(i) 7,50,000 Fully Paid Equity Shares of Rs. 10 each in Godrej Efacec Automation & Robotics Ltd. 0.75 0.75

(4) Investments in Equity Shares in other Companies(i) 84,375 Fully Paid Equity Shares of Rs. 10 each in Nimbua Greenfield (Punjab) Ltd. 0.08 0.08(ii) 176 No Par Value Shares in Sustainable Technology Ventures, Inc., USA * 0.00 0.00

0.08 0.08

(5) Investments in Preference Shares(i) 6,70,121 Series A Preferred Stock shares of par value $0.001 each in Sheetak Inc., USA 6.71 6.71 (ii) 4,35,003 Series B Preferred Stock shares of par value $0.001 each in Sheetak Inc., USA (1,45,001 shares subscribed during the year) 6.79 4.31 (iii) 50,00,000 Redeemable Non Cumulative Preference Shares of Rs. 10 each in Wadala Commodities Ltd. (purchased during the year) * 0.00 -

*(Amount less than Rs.0.01 crore) 13.50 11.02 Total Unquoted Non-current Trade Investments 145.73 52.59

35


(Rupees in crore)B. OTHER INVESTMENTS (valued at cost unless stated As at As atotherwise): 31/03/2014 31/03/2013(a) QUOTED

(1) Investments in Equity Shares(i) 12,000 Fully Paid Equity Shares of Rs. 10 each in Central Bank of India 0.13 0.13 (ii) 52,590 Fully Paid Equity Shares of Rs. 2 each in Housing Development Finance Corporation Ltd. 0.02 0.02

Total Quoted Non-current Non-Trade Investments 0.15 0.15

Aggregate Market Value 5.00 4.00

(b) UNQUOTED(1) Investments in Equity Shares

(i) 50 Fully Paid Equity Shares of Rs. 50 each in Godrej & Boyce Employees’ Co-operative Consumer Society Ltd.* 0.00 0.00(ii) 1,000 Fully Paid Equity Shares of Rs. 10 each in Super Bazar Cooperative Stores Ltd.* 0.00 0.00(iii) 1,000 Fully Paid Equity Shares of Rs. 10 each in Saraswat Co-operative Bank Ltd.* 0.00 0.00(iv) 4,000 Fully Paid Equity Shares of Rs. 25 each in The Zoroastrian Co-operative Bank Ltd. 0.01 0.01(v) 10 Fully Paid Equity Shares of Rs. 10 each in New India Co-operative Bank Ltd.* 0.00 0.00(vi) 2 Fully Paid Equity Shares of Rs. 10 each in Brihat Trading Private Ltd.* 0.00 0.00(vii) 100 Fully Paid Equity Shares of Rs. 100 each in Gharda Chemicals Ltd. (Shares have not been registered in the Company’s name) 0.10 0.10(viii) 1,823 Fully Paid Equity Shares of Rs.10 each in Binani Zinc Ltd. - At Book Value* 0.00 0.00(ix) 10,000 (as at 31.03.2013: 5,000) Equity Shares of Rs. 1,000 each in Global Innovation and TechnologyAlliance, incorporated under Section 25 of the Companies Act, 1956 (5,000 shares subscribed during the year) 1.00 0.50(x) Contribution towards 16.38% of the Capital of Urban Electric Power LLC,USA (made during the year) 17.84 0.00(xi) Other Sundry Investments (Cost fully written off)* 0.00 0.00

*(Amount less than Rs.0.01 crore) 18.95 0.61

(2) Investments in Debentures(i) 2 Fully Paid 8% Debentures of Rs. 100 each and 2 Fractional 8% Debentures of Rs. 25 each in Indian Chamber of Commerce, Kolkata – At Book Value* 0.00 0.00

(3) Investments in Limited Liability Partnership Firms(i) Contribution towards 50% of the Fixed Capital of Godrej & Boyce Enterprises LLP* 0.00 0.00(ii) Contribution towards 20% of the Capital of Future Factory LLP (including share of profit of Rs. 0.07 crore booked during the year) 1.57 1.50

(a) Total capital of the Firm: Rs. 1.82 crore(b) Names of other Partners and % share in Capital: Mr. Jashish Navin Kambli - 56% Mrs. Geetika Kambli - 24%

Total Unquoted Non-current Non-Trade Investments 20.52 2.11 *(Amount less than Rs.0.01 crore)

Grand Total 610.07 483.07

C. AGGREGATE BOOK VALUE AND MARKET VALUE(a) Quoted Investments

Book Value 443.82 428.37 [Market Value: Rs. 16,545 crore (as at 31.03.2013: Rs. 15,338 crore)]

(b) Unquoted Investments 166.25 54.70 Aggregate Book Value of Investments 610.07 483.07


14. LONG TERM LOANS AND ADVANCES (Unsecured, Considered Good) 31/03/2014 31/03/2013(a) Capital Advances 122.25 98.22 (b) Other Loans and Advances 73.91 28.21 Total 196.16 126.43

(i) Other Loans and Advances include non-current components of advances and deposits made.

36



15. OTHER NON-CURRENT ASSETS (Unsecured, Considered Good) 31/03/2014 31/03/2013(a) Trade Receivables [excluding doubtful debts fully provided for Rs. 149.70 crore (as at

31-03-2013: Rs. 140.96 crore) 130.14 360.32 (b) Deposits (excluding doubtful debts fully provided for Rs. 1.60 crore (as at

31-03-2013: Rs. 1.64 crore) 61.50 34.76 (c) Advance Payment of Taxes (Net of Provision Rs. 372.84 crore; as at 31-03-2013: Rs. 394.73 crore) [includes MAT credit entitlement of 99.20 118.24

Rs. 92.18 crore (as at 31-03-2013 Rs. 96.34 crore)](d) Other Non-current Assets [including Rs. 317.93 crore due from Godrej Vikhroli

Properties LLP (as at 31-03-2013: Rs. 467.93 crore), in respect of sale/assignment ofimmovable property] 350.23 475.30

Total 641.07 988.62

16. CURRENT INVESTMENTS (at cost) (QUOTED)(a) Investments in units of Mutual Funds

(i) 8,02,606.867 Units of Rs. 10 each of UTI Mutual Fund's Bond Fund (Growth) Scheme - 1.00 (ii) 10,94,394.98 Units of Rs. 10 each of UTI Gilt Advantage Fund LTP - Dividend Plan

(Payout) *merged from 13,89,574.93 Units of Rs. 10 each of UTI Mutual Fund’s G-Sec Fund (Income) Scheme w.e.f. 30-08-2012] - 1.50

Total - 2.50

Aggregate Market Value - 4.46

17. INVENTORIES (At lower of Cost and Net Realisable Value)(a) Raw Materials 201.12 205.10 (b) Work-in-Process 395.41 427.69 (c) Finished Goods - Manufactured 287.66 303.27 - Traded 279.40 257.55 (d) Spares and Components for after-sales service 63.63 59.11 (e) Stores, Spares, etc. 16.37 14.87 (f) Loose Tools 1.06 1.07 (g) Construction Work-in-Progress [Note 12(a)] 211.68 189.72 Total 1,456.33 1,458.38

Break-up of Inventory at the end of the year:(a) Raw Materials

(i) Mild Steel 59.45 45.37 (ii) Others 141.67 159.73

201.12 205.10

(b) Work-in-Process(i) Consumer Durables 105.75 90.49 (ii) Industrial Products 289.66 337.20

395.41 427.69

(c) Finished Goods(i) Manufactured:

(1) Consumer Durables 267.22 269.20 (2) Industrial Products 20.44 34.07

287.66 303.27 (ii) Traded

(1) Consumer Durables 259.48 230.54 (2) Industrial Products 19.55 26.60 (3) Others 0.37 0.41

279.40 257.55 Total 567.06 560.82

37



31/03/2014 31/03/201318. TRADE RECEIVABLES (Unsecured, Considered Good)

(a) Debts due for over six months 797.41 658.35 (b) Other Debts 1,191.47 714.64 Total 1,988.88 1,372.99

Trade Receivables include debts due from Related Parties: (a) Godrej IndustriesLtd.: Rs.Nil (as at 31-03-2013: Rs. 0.55 crore); (b) Godrej Infotech Ltd.: Rs.0.48 crore(as at 31-03-2013: Rs. 0.29 crore); (c) Godrej Agrovet Ltd.: Rs. 0.11 crore (as at31-03-2013: Rs. 0.08 crore); (d) Godrej Properties Ltd.: Rs. 0.03 crore (as at 31-03-2013:Rs. 1.38 crore); (e) Veromatic International BV.: Rs. 1.81 crore (as at 31-03-2013:Rs. 4.79 crore); (f) Godrej (Singapore) Pte. Ltd.: Rs. 0.02 crore (as at 31-03-2013:Rs. 0.08 crore); (g) Godrej Estate Developers Pvt. Ltd.: Rs. 0.05 crore (as at 31-03-2013:Rs. 0.01 crore); (h) Godrej Consumer Products Ltd.: Rs. Nil (as at 31-03-2013:Rs. 0.01 crore); (i) Mercury Mfg. Co. Ltd.: Rs. 0.12 crore (as at 31-03-2013: Rs. 0.24 crore);(j) Godrej Buildwell Pvt. Ltd.: Rs. 11,000 (as at 31-03-2013: Rs. Nil); (k) Godrej ProjectsDevelopment Pvt. Ltd.: Rs. 8,000 (as at 31-03-2013: Rs. 0.01 crore); (l) Godrej EfacecAutomation & Robotics Ltd.: Rs. 0.74 crore (as at 31-03-2013: Rs. 1.31 crore);(m) Godrej Real Estate Pvt. Ltd.: Rs. 0.01 crore (as at 31-03-2013: Rs. 0.01 crore); (n) Geometric Ltd.: Rs. 0.80 crore (as at 31-03-2013: Rs. 0.05 crore); (o) Future Factory LLP: Rs. Nil (as at 31-03-2013: Rs. 0.01 crore) and (p) Godrej Vikhroli Properties LLP:Rs. 3.42 crore (as at 31-03-2013: Rs. 11.13 crore)

19. CASH AND BANK BALANCES(a) Cash and Cash Equivalents

(i) Balances with Banks on Current Accounts 2.45 1.68 (ii) Cash on Hand 1.43 1.01 (iii) Fixed Deposits with maturity within 3 months 0.59 -

4.47 2.69 (b) Other Bank Balances (i) Deposit Accounts with maturity period of more than 3 months,

but less than 12 months 34.52 30.36 (ii) Other earmarked Accounts 0.11 0.89 Total 39.10 33.94

20. SHORT-TERM LOANS AND ADVANCES (Unsecured, Considered Good)(a) Balances with Customs, Central Excise, Port Trust and other Authorities 47.05 39.46 (b) Advances recoverable in cash or in kind or for value to be received 52.25 110.07 Total 99.30 149.53

Advances recoverable include amount due from a subsidiary company, Godrej InfotechLtd.: Rs. 1.55 crore (as at 31-03-2013: Rs. 1.50 crore).

21. OTHER CURRENT ASSETS (Unsecured, Considered Good)(a) Due from Godrej Vikhroli Properties LLP in respect of sale/assignment of

immovable property 150.00 120.00 (b) Other Current Assets 57.59 45.93 Total 207.59 165.93

22. CONTINGENT LIABILITIES NOT PROVIDED FOR(a) Guarantees given by the Company’s Bankers against counter-guarantees given by the Company: Rs. 917.54 crore

(as at 31-03-2013: Rs. 808.44 crore).(b) Guarantees given by the Company’s Bankers on behalf of subsidiary/associate companies against counter-

guarantees given by the Company: Rs. 1.47 crore (as at 31-03-2013: Rs. 4.59 crore); Guarantee given by theCompany to a Banker on behalf of a subsidiary company: Rs. 36 crore (as at 31-3-2013: Rs. 16 crore).

38


(c) Guarantees given by Export-Import Bank of India, against the security of first equitable mortgage of specifiedimmovable properties situated at Vikhroli, Mumbai: Rs. 39.88 crore (as at 31-03-2013: Rs. 51.26 crore).

(d) Excise Duty/Service Tax/Sales Tax/Property Tax demands in dispute and pending at various stages of appeal:Rs. 108.26 (as at 31-3-2013: Rs. 117.55 crore).

(e) The State of Maharashtra has filed a suit against the Company, being Suit No. 679 of 1973, in the High Court ofJudicature at Bombay, claiming ownership of part of the Company’s lands at Vikhroli, Mumbai. In the said Suit,which is still pending, various claims have been raised, which are undetermined and not acknowledged as debts dueby the Company. According to the Company’s legal advisers, the Company has a complete defence against theplaintiff in the said Suit, and the said Suit is not sustainable.

(f) Claims against the Company under the Industrial Disputes Act, 1947 - amount indeterminate.(g) Disputed Provident Fund liability for the period March 1996 to September 1997 arising on account of disapproval of

infancy benefit: Rs. 0.58 crore (as at 31-3-2013: Rs. 0.58 crore). The Supreme Court of India has allowed theCompany’s appeal and set aside the judgment of the High Court of Punjab & Haryana; the matter has been remandedto the Regional Provident Fund Commissioner for a fresh decision in accordance with law after hearing the partiesconcerned, expeditiously.

Note: Future cash outflows in respect of items (d) to (g) above are determinable only on receipt of judgements/decisions pending with various forums/authorities.


23. REVENUE FROM OPERATIONS (NET)(a) Sale of Products 6,579.05 6,252.86 (b) Sale of Services 744.03 516.66

Net Sales (Products and Services) (Net of Excise Duty) 7,323.08 6,769.52 (c) Other Operating Revenue:

(i) Leave and License Dues and Rent 17.84 17.56 (ii) Export Incentives 2.41 1.75 (iii) Sundry Receipts 29.45 20.50

49.70 39.81 Revenue from Operations (net) 7,372.78 6,809.33

Break-up of Net Sales (Products and Services) (Net of Excise Duty):(1) Sale of Products and Services (Gross):

(a) Manufactured:(i) Consumer Durables Businesses 3,105.34 2,918.21 (ii) Industrial Products Businesses 1,455.08 1,415.23 (iii) Others 98.48 88.82

4,658.90 4,422.27 (b) Traded:

(i) Consumer Durables Businesses 1,810.63 1,743.20 (ii) Industrial Products Businesses 500.37 464.62 (iii) Others 59.12 55.80

2,370.12 2,263.62 (c) Services rendered:

(i) Consumer Durables Businesses 198.72 55.37 (ii) Industrial Products Businesses 151.65 131.85 (iii) Others 393.66 329.44

744.03 516.66 Total Sale of Products and Services (Gross) (including Excise Duty) 7,773.05 7,202.55

(2) Less: Excise Duty 449.97 433.03

Net Sales (Products and Services) 7,323.08 6,769.52

24. OTHER INCOME(a) Interest Income 8.14 10.27 (b) Dividends from Subsidiary Companies 33.38 33.25 (c) Other Dividends 64.10 61.36 (d) Profit on Sale of Current Investments (Net) 4.05 0.34 (e) Share of Profit in a firm (LLP) 0.07 - (f) Profit on Sale/Disposal of Fixed Assets (Net) 3.64 Total 113.38 105.22

39


(Rupees in crore)25. COST OF MATERIALS CONSUMED Current Year Previous Year

Stocks of Raw Materials at the beginning of the year 205.10 188.99 Add: Raw Materials purchased during the year 2,700.61 2,695.83

2,905.71 2,884.82 Less: Stocks of Raw Materials at the close of the year 201.12 205.10 Total 2,704.59 2,679.72

(i) Raw Materials purchased during the year are after taking credit for MiscellaneousSales of scrapped materials 91.08 81.98

(ii) Details of major Raw Materials consumed:(a) Mild Steel 635.49 591.78 (b) Plastic 192.35 183.05 (c) Steel and Metal Components 115.82 185.82 (d) Foaming Components 97.49 101.96 (e) Others 1,663.44 1,617.11 Total 2,704.59 2,679.72

26. PURCHASES OF STOCK-IN-TRADE (TRADED GOODS)(a) Consumer Durables 1,332.94 1,213.33 (b) Industrial Products 371.75 434.38 (c) Others 61.16 58.94 Total 1,765.85 1,706.65

27. CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROCESS ANDSTOCK-IN-TRADE(a) Stocks at the beginning of the year:

(i) Finished Goods* 619.94 464.97 (ii) Work-in-Process 427.69 333.29

1,047.63 798.26 (b) Less: Stocks at the end of the year:

(i) Finished Goods* 630.70 619.94 (ii) Work-in-Process 395.41 427.69

1,026.11 1,047.63 21.52 (249.37)

Net change in Excise Duty on Finished Goods (4.20) 13.92 Total 17.32 (235.45)

* including stocks of Traded Goods, Spares and Components for after-sales service

28. EMPLOYEE BENEFITS EXPENSE(a) Salaries, Wages and Bonus 784.11 775.89 (b) Company’s contribution to Employees’ Provident and other Funds 27.68 27.51 (c) Company’s contribution to Employees’ Gratuity Trust Fund 6.42 12.07 (d) Workmen and Staff Welfare Expenses 28.03 27.71 (e) Voluntary Retirement Compensation 0.44 0.31 Total 846.68 843.49

DETAILS OF EMPLOYEE BENEFITS:(a) DEFINED BENEFIT PLAN - PROVIDENT FUND:

Amount contributed by the Company to the Employees’ Provident and other Fundsrecognized as an expense and included under Employee Benefits Expense 27.68 27.51

The Guidance Note on implementing AS15, 'Employee Benefits', issued by the Instituteof Chartered Accountants of India states that Provident Funds set up by employersthat guarantee a specified rate of return as notified by the Government, and which require interest shortfall to be met by the employer would be defined benefit plans inaccordance with the requirements of paragraph 26(b) of AS15. Pursuant to theGuidance Note, the liability in respect of the shortfall of interest earnings of the Provident Fund, determined on the basis of an actuarial valuation, is Rs. Nil, considering that the assets lying in the Provident Fund exceed the accumulated members' corpus.

40


(Rupees in crore)(b) DEFINED BENEFIT PLAN – GRATUITY: Current Year Previous Year

(i) Change in Defined Benefit Obligation :Liability at the beginning of the year 123.71 111.17 Interest cost 10.21 9.45 Current service cost 7.75 6.63 Benefit paid (10.57) (9.44) Actuarial (gain)/loss on obligations (3.68) 5.90 Liability at the end of the year 127.42 123.71

(ii) Fair Value of Plan Assets:Fair value of plan assets at the beginning of the year 111.56 89.65 Expected return on plan assets 9.20 7.62 Contributions by Employer 12.16 21.52 Benefit paid (10.57) (9.44) Actuarial (gain)/loss on plan assets (1.36) 2.20 Fair value of plan assets at the end of the year 120.99 111.56 Total actuarial gain/(loss) to be recognized 2.32 (3.70)

(iii) Actual Return on Plan Assets:Expected return on plan assets 9.20 7.62 Actuarial (loss)/gain on plan assets (1.36) 2.20 Actual return on plan assets 7.84 9.82

(iv) Amount recognised in the Balance Sheet:Liability at the end of the year 127.42 123.71 Fair value of plan assets at the end of the year 120.99 111.56 Difference (6.43) (12.15) Amount recognised in the Balance Sheet (6.43) (12.15)

(v) Expense recognised in the Statement of Profit and Loss:Current service cost 7.75 6.63 Interest cost 10.21 9.45 Expected return on plan assets (9.20) (7.62) Net actuarial (gain)/loss to be recognised (2.32) 3.70 Total Expense recognised in the Statement of Profit and Loss 6.44 12.16

(vi) Balance Sheet Reconciliation:Opening net liability 12.16 21.52 Expense as above 6.44 12.16 Employer’s contribution (12.16) (21.52) Amount recognised in the Balance Sheet (6.44) (12.16)

(vii) Actuarial Assumptions:Discount rate 9.31% 8.25%Rate of return on plan assets 9.31% 8.25%Salary escalation 9.50% 8.25%

(c) GENERAL DESCRIPTION OF DEFINED BENEFIT PLAN – GRATUITY:Gratuity is payable to all eligible employees of the Company on superannuation,death or permanent disablement, in terms of the provisions of the Payment ofGratuity Act, 1972, or as per the Company’s Scheme, whichever is more beneficial.

(d) MAJOR CATEGORY OF PLAN ASSETS RELATING TO GRATUITY:(as a percentage of total plan assets:)

Government of India Securities 31.51% 28.97%Special Deposit Scheme 22.97% 24.92%Corporate Bonds 45.14% 40.36%Others 0.38% 5.75%Total 100.00% 100.00%

(e) OTHER LONG-TERM BENEFITS:The defined benefit obligations in respect of Leave Encashment Benefit to employees,which are provided for but not funded 31.83 32.57

41


(Rupees in crore)29. PROPERTY DEVELOPMENT AND CONSTRUCTION EXPENSES (COMMERCIAL PROJECTS) Current Year Previous Year

(a) Construction Work-in-Progress at the beginning of the year 189.72 64.47 Add: Fair Value of Land forming part of the project transferred from Fixed Assets(Freehold Land) [Note 12(a)] - 124.33

189.72 188.80 (b) Add: Project Expenses incurred during the year:

(i) Development and Construction Expenses 69.08 51.55 (ii) Employee Remuneration and Benefits 3.86 3.60 (iii) Professional Charges 5.72 2.31 (iv) Others 78.59 35.87

157.25 93.33 (c) Less: Construction Work-in-Progress at the end of the year 211.68 189.72 Total 135.29 92.41

30. FINANCE COSTS(a) Interest on Term Loans 0.90 4.72 (b) Interest on Fixed Deposits and other Unsecured Loans 61.14 33.49 (c) Other Interest costs 50.51 56.94

112.55 95.15 (d) Less: Adjustments for Interest Capitalised 4.27 0.46

108.28 94.69 (e) Finance Charges 6.56 10.36 Total 114.84 105.05

31. OTHER EXPENSES(a) Stores, Spare Parts and Other Materials consumed 124.59 126.51 (b) Power and Fuel 109.53 106.07 (c) Rates and Taxes 14.47 25.67 (d) Excise Duty (Net) 79.50 40.94 (e) Insurance 5.22 6.41 (f) Repairs and Maintenance of Buildings 38.94 47.46 (g) Repairs and Maintenance of Machinery 12.81 11.92 (h) Technical Fees 1.56 1.41 (i) Royalty 0.05 1.87 (j) Rent [Note 40(a)] 58.68 49.32 (k) Establishment and Other Expenses [Notes 34 and 40(a)] 310.74 282.22 (l) Donations and Contributions 1.44 0.21 (m) Motor Car and Lorry Expenses [Note 40(a)] 15.74 12.33 (n) Freight, Transport and Delivery Charges 308.16 302.19 (o) Advertisement and Publicity 220.04 185.05 (p) Commission 34.67 25.80 (q) Professional Fees 86.49 106.26 (r) Bad Debts/Advances written off 0.59 0.33 (s) Provisions for Doubtful Debts/Advances/Deposits 76.24 24.02 (t) Provision for Free Service under Product Warranties 4.33 2.60 (u) Loss on Sale/Disposal of Fixed Assets (Net) - 0.34 Total 1,503.79 1,358.93

42



32. DISCLOSURE IN RESPECT OF PROPERTY DEVELOPMENT PROJECTS AND CONSTRUCTIONCONTRACTS(a) Contract revenue recognised and shown under Sales for the year 185.26 134.21 (b) For all contracts in progress at the year-end:

(i) Aggregate amount of costs incurred and profits recognised (less recognised losses)upto the balance sheet date 581.61 135.30

(ii) Advances from customers as at the balance sheet date - 0.03 (iii) Work-in-Progress at the end of the year 211.68 189.72 (iv) Gross amount due to customers as at the balance sheet date 99.64 0.20

(c) The Company follows the Percentage Completion Method to determine the projectrevenue to be recognised for the year.

(d) The Company follows the Project Costs Incurred Method to determine the stage ofcompletion of each project.

33. COMMON EXPENSES SHARED BY A SUBSIDIARY COMPANYAmounts recovered from a subsidiary company, Godrej Infotech Ltd., towards its share ofvarious common expenses incurred by the Company 2.65 2.79

34. AUDITORS’ REMUNERATION AND COST AUDIT FEESEstablishment & Other Expenses [Note 31(k)] include:(a) Remuneration of Auditors (net of Service Tax):

(i) For Statutory Audit 0.87 0.87 (ii) For Audit under other Statute 0.43 0.43 (iii) For Representation before Tax authorities 0.37 0.29 (iv) For Management Services 0.10 0.08 (v) For Certification 0.35 0.39 (vi) Reimbursement of Expenses 0.02 0.02

(b) Cost Audit Fees (including Reimbursement of Expenses) (net of Service Tax) 0.35 0.26

35. EXCHANGE DIFFERENCES ON FOREIGN CURRENCY TRANSACTIONS(a) Net exchange loss arising on foreign currency transactions/translations dealt with in

the Statement of Profit and Loss under the related heads of expenses/income 12.24 6.51 (b) Net Forward Premium (receivable)/payable in respect of forward exchange contracts

to be recognised in, and hence deferred to, the next accounting year (0.83) 4.01

36. EARNINGS PER SHARE(a) Profit after Taxes for the Year attributable to Equity Shareholders 352.42 345.39 (b) Number of Equity Shares of Rs.100 each issued and outstanding:

(i) At the end of the year 662,910 662,910 (ii) Weighted average number of Shares outstanding during the year 662,910 662,910

(c) Basic and Diluted Earnings per Share (a/b) (Statement of Profit and Loss, item VIII) Rs. 5,316 Rs. 5,210

43


37. ADDITIONAL INFORMATION ABOUT BUSINESS SEGMENTS(Rupees in crore)

Consumer

Durables

Industrial

Products

Others Corporate/

Unallocated

Total Company Consumer

Durables

Industrial

Products

Others Corporate/

Unallocated

Total Company

REVENUE Domestic Sales 5,025.19 1,724.96 551.25 - 7,301.40 4,597.74 1,739.19 464.43 - 6,801.36

Export Sales 89.51 382.14 471.65 119.05 272.51 9.63 - 401.19

SALE OF PRODUCTS AND SERVICES (Gross) 5,114.70 2,107.10 551.25 - 7,773.05 4,716.79 2,011.70 474.06 - 7,202.55

Inter-Segment Transfers 47.53 117.74 18.81 - 184.08 6.15 131.63 6.47 - 144.25

Other Operating Revenue/Other Income 33.75 20.82 11.03 - 65.60 26.57 20.03 3.82 - 50.42

SEGMENT REVENUE 5,195.98 2,245.66 581.09 - 8,022.73 4,749.51 2,163.36 484.35 - 7,397.22

Less: Inter-Segment Revenue (184.08) (144.25) 7,838.65 7,252.97

Less: Excise Duty 449.97 433.03

Add: Income from Dividends 97.48 94.61

TOTAL REVENUE 7,486.16 6,914.55

RESULTS FROM OPERATIONS

gc

Profit before Corporate / Common Expenses,

Interest, Depreciation and Amortization535.58 14.85 197.09 - 747.52 426.22 57.67 172.44 - 656.33

Less: Non Cash Expenses: - - - -

Depreciation 41.88 31.26 10.24 83.38 42.54 25.05 9.56 - 77.15

SEGMENT RESULTS (Profit before Corporate /

Common Expenses and Interest)493.70 (16.41) 186.85 - 664.14 383.68 32.62 162.88 - 579.18

Add: Income from Dividends 97.48 94.61

Total Profit/(Loss) on Sale of Fixed Assets

(Net)5.26 (0.34)

Total Profit on Sale of Investments (Net) 87.37 106.37

854.25 779.82

Less: Interest (Net of Interest Income) 106.70 94.78

Other Unallocated Corporate / Common

Expenses299.06 254.50

PROFIT BEFORE TAX 448.49 430.54

Provision for Taxes 96.07 85.15

PROFIT FOR THE YEAR 352.42 345.39

CAPITAL EMPLOYED (at the end of the year)k+fa Segment Assets 1,896.65 1,820.27 48.62 2,492.41 6,257.95 1,657.37 1,846.34 36.76 2,208.20 5,748.67 o Segment Liabilities 592.30 751.75 10.45 1,931.50 3,286.00 664.58 853.74 10.27 1,337.14 2,865.73

ndaSEGMENT CAPITAL EMPLOYED (Segment Assets -

Segment Liabilities)1,304.35 1,068.52 38.17 560.91 2,971.95 992.79 992.60 26.49 871.06 2,882.94

Investments 610.07 485.57

Less: Deferred Tax Liabilities (Net) 51.94 66.18

TOTAL CAPITAL EMPLOYED (NET ASSETS) (as per

Balance Sheet)3,530.08 3,302.32

CAPITAL EXPENDITURE

TOTAL CAPITAL EXPENDITURE (as per Balance Sheet) 91.27 64.55 6.81 103.67 266.30 94.58 51.68 22.64 147.53 316.43

(a) Identification of Business SegmentsThe Accounting Standard 17 (AS-17) on “Segment Reporting” requires disclosure of segment information to facilitate betterunderstanding of the performance of an enterprise’s business operations. The Company has identified Business Segments to complywith the primary-segment disclosures as per AS-17, considering the organization structure, internal financial reporting system, andthe risk-return profiles of the businesses. The Company’s organisation structure and management processes are designated tosupport effective management of multiple businesses while retaining focus on each one of them.The Consumer Durables segment includes Furniture, Office Equipment, Home Appliances, Locks and Security Equipment. TheIndustrial Products segment includes Process Plant and Equipment, Toolings, Special Purpose Machines, Precision Components/

Development and Ready-mix Concrete operations are included under Other operations.

secondary-segment disclosures based on geographic segments are not considered relevant.(b) Segment Revenue, Results, Assets and Liabilities

Segment revenue and results are arrived at based on amounts identifiable to each of the segments. Inter-segment transfers are valuedat cost or market-based prices, as may be negotiated between the segments with an overall optimization objective for the Company.Other unallocated expenses include corporate expenses, as well as expenses incurred on common shared-services provided to thesegments. Segment assets include all operating assets used by the business segment and consist mainly of net fixed assets, debtorsand inventories. Segment liabilities primarily include creditors and advances from customers. Unallocated assets mainly relate tothe factory, administrative, employee welfare, and marketing infrastructure at Vikhroli, Mumbai and at up-country establishments,not directly identifiable to any business segment. Liabilities which have not been identified between the segments are shown asunallocated liabilities.


Engineering, Electricals and Electronics, Electric Motors, Storage Solutions and Material Handling Equipment. Estate leasing, Property

The Company’s exports constitute less than 10% of its total revenue. All of the Company’s manufacturing operations are conducted inIndia. The commercial risks and returns involved on the basis of geographic segmentation are relatively insignificant. Accordingly,

44


38. RELATED PARTY DISCLOSURES

(a) NAMES OF RELATED PARTIES AND NATURE OF RELATIONSHIPS:

(i) An investing associate with a substantial interest in voting power:Godrej Investments Private Ltd. (holds 26.77% of the equity share capital of the Company)

(ii) Subsidiaries of the Company:A. Subsidiaries (with the Company's direct equity holdings in excess of 50%):

1. Godrej Industries Ltd.2. Godrej Infotech Ltd.3. Wadala Commodities Ltd.4. Godrej (Malaysia) Sdn. Bhd. (incorporated in Malaysia)5. Godrej (Singapore) Pte. Ltd. (incorporated in Singapore)6. Veromatic International BV (incorporated in the Netherlands)7. Busbar Systems (India) Ltd (a Wholly-owned subsidiary w.e.f. 1st February, 2013)8. Mercury Mfg. Co. Ltd. (a subsidiary w.e.f. 1st October, 2013)

B. Subsidiaries of Godrej Industries Ltd.:1. Godrej Agrovet Ltd. (GAVL)2. Godrej Properties Ltd. (GPL)3. Ensemble Holdings & Finance Ltd.4. Godrej International Ltd. (incorporated in the Isle of Man)5. Natures Basket Ltd. 6. Godrej International Trading & Investments Pte Ltd. (Incorporated in Singapore) 7. Swadeshi Detergents Ltd. (a subsidiary of Godrej Industries Ltd w.e.f. 20th March, 2013) (merged into Godrej Industries Ltd. w.e.f. 6th September, 2013)

C. Subsidiaries of GAVL:1. Golden Feed Products Ltd.2. Godrej Seeds & Genetics Ltd. 3. Goldmuhor Agrochem & Feeds Ltd. (merged into GAVL w.e.f. 12th December, 2013)4. Godvet Agrochem Ltd. (a subsidiary of GAVL incorporated on 22nd January, 2014)

D. Subsidiaries of GPL:1. Godrej Realty Pvt. Ltd.2. Godrej Waterside Properties Pvt. Ltd. (merged with Godrej Properties Ltd. w.e.f. 29th April, 2013)3. Godrej Real Estate Pvt. Ltd.4. Godrej Developers Pvt. Ltd. (a subsidiary of Godrej Projects Development Pvt. Ltd. w.e.f. 6th December, 2013)5. Godrej Sea View Properties Ltd. (formerly Godrej Sea View Properties Pvt. Ltd. - name changed upon conversion from pvt. Ltd. to public Ltd. w.e.f 1st November, 2013)6. Happy Highrises Ltd.7. Godrej Estate Developers Ltd. (formerly Godrej Estate Developers Pvt. Ltd. - name changed upon conversion from pvt. Ltd. to public ltd. (a subsidiary of Godrej Sea View Properties Ltd.) w.e.f. 7th November, 2013 and a subsidiary of Godrej Sea View Properties Ltd. w.e.f. 11th November, 2013)8. Godrej Buildwell Pvt. Ltd. 9. Godrej Buildcon Pvt. Ltd.10. Godrej Projects Development Pvt. Ltd.11. Godrej Premium Builders Pvt. Ltd.12. Godrej Garden City Properties Pvt. Ltd.13. Godrej Nandhi Hills Project Pvt. Ltd.14. Godrej Landmark Redevelopers Pvt. Ltd.15. Godrej Redevelopers (Mumbai) Pvt. Ltd. (Subsidiary of Godrej Projects Development Pvt Ltd w.e.f.

8th February, 2013)16. Wonder City Buildcon Pvt. Ltd. ( a subsidiary incorporated on 13th Agugust, 2013)17. Godrej Green Homes Ltd. ( a subsidiary incorporated on 24th December, 2013)

E. Subsidiary of Godrej (Malaysia) Sdn. Bhd.:1. G&B Enterprises (Mauritius) Pvt. Ltd. (incorporated in Mauritius) (a wholly-owned subsidiary of Godrej

(Malaysia) Sdn. Bhd.)F. Subsidiaries of Godrej (Singapore) Pte. Ltd.:

1. JT Dragon Pte. Ltd. (Incorporated in Singapore)2. Godrej (Vietnam) Co. Ltd. (Incorporated in Vietnam) (a wholly owned subsidiary of JT Dragon Pte. Ltd.)

G. Subsidiaries of Veromatic International BV:1. Veromatic Services BV (incorporated in the Netherlands)2. Water Wonder Benelux BV (incorporated in the Netherlands)

45


H. Other Subsidiaries (where the Company owns directly and/or indirectly through one or more subsidiaries, more than one-half of the equity share capital):1. Godrej Consumer Products Ltd. (GCPL)

I. Subsidiaries and Sub-subsidiaries of GCPL:1. Godrej South Africa (Proprietary) Ltd. (formerly, Rapidol (Pty) Ltd.) (incorporated in South Africa)2. Godrej Netherlands BV (incorporated in the Netherlands)3. Godrej Global Mid East FZE (incorporated in Sharjah, U.A.E.)4. Godrej Consumer Products Mauritius Ltd.5. Godrej Hygiene Products Ltd. (merged with GCPL w.e.f 1st April, 2013)6. Godrej Consumer Products Holding (Mauritius) Ltd. (incorporated in Mauritius)7. Godrej Household Products Lanka (Private) Ltd. (incorporated in Sri Lanka)8. Godrej Household Products (Bangladesh) Pvt. Ltd. (incorporated in Bangladesh)9. Godrej Consumer Products Bangladesh Ltd. (incorporated in Bangladesh)10. Godrej Mauritius Africa Holdings Ltd. (incorporated in Mauritius)11. Godrej Weave Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)12. Godrej West Africa Holdings Ltd. (incorporated in Mauritius on 11th February, 2014) (a subsidiary of DGH Mauritius Pvt. Ltd.)13. Godrej Consumer Products Holdings (UK) Ltd. (incorporated in the United Kingdom) (formerly Godrej Consumer

Products (UK) Ltd. and name changed w.e.f. 5th July, 2013) a subsidiary of Godrej Netherlands BV) 14. Godrej Consumer Products (UK) Ltd. (name changed from Keyline Brands Ltd. w.e.f. 5th July, 2013) (a subsidiary of Godrej Consumer Products Holdings (UK) Ltd.)15. Inecto Manufacturing Ltd. (a subsidiary of Godrej Consumer Products (UK) Ltd.)16. Godrej Consumer Investments (Chile) Spa, (incorporated in Chile) (a subsidiary of Godrej Consumer Products Holdings (UK) Ltd.17. Godrej Holdings (Chile) Limitada, (incorporated in Chile) (a subsidiary of Godrej Consumer Investments (Chile) Spa)18. Cosmetica Nacional, (incorporated in Chile) (a subsidiary of Godrej Holdings (Chile) Limitada)19. Plasticos Nacional, (incorporated in Chile) (a subsidiary of Cosmetica Nacional)20. Godrej Kinky Holdings Ltd. (a subsidiary of Godrej Consumer Products Mauritius Ltd.)21. Kinky Group Pty Ltd. (a subsidiary of Godrej Kinky Holdings Ltd.)22. Godrej Nigeria Ltd. (incorporated in Nigeria) (a subsidiary of Godrej Consumer Products Mauritius Ltd.)23. Godrej Consumer Investments Holding Ltd. (incorporated in Mauritius on 8th October, 2013) ( a subsidiary of Godrej Consumer Products Mauritius Ltd.)24. Indovest Capital Ltd. (incorporated in Malaysia) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)25. Godrej Consumer Products Dutch Cooperatief UA, (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)26. Godrej Consumer Products (Netherlands) BV (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA)27. Godrej Consumer Holdings (Netherlands) BV (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA)28. Godrej Indonesia Netherlands Holding BV (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA) (merged with Godrej Consumer Holding (Netherlands) BV w.e.f 30th September, 2013)29. PT Megasari Makmur (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)30. PT Intrasari Raya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)31. PT Simba Indosnack Makmur (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV upto 21st March, 2013)32. PT Ekamas Sarijaya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)33. PT Indomas Susemi Jaya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)34. PT Sarico Indah (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)35. Godrej Argentina Dutch Cooperatief UA (incorporated in Netherlands) (a subsidiary of Godrej Consumer

Products Mauritius Ltd.)36. Godrej Netherlands Argentina Holding BV . (incorporated in Netherlands) (a subsidiary of Godrej Argentina

Dutch Cooperatief UA)37. Godrej Netherlands Argentina BV (incorporated in the Netherlands) (a subsidiary of Godrej Argentina Dutch

Cooperatief UA)38. Panamar Procuccioness Srl (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)39. Argencos S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)40. Laboratoria Cuenca S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)41. Issue Group Uruguay S.A. (incorporated in Uruguay) (a subsidiary of Laboratoria Cuenca S.A.)42. Deciral S.A. (incorporated in Uruguay) (a subsidiary of Laboratoria Cuenca S.A.)43. Issue Group Brazil Ltd. (incorporated in Brazil) (a subsidiary of Laboratoria Cuenca S.A.)44. Consell S.A . (incorporated in Argentina) (a subsidiary of Laboratoria Cuenca S.A.)45. Godrej Consumer Products Nepal Pvt. Ltd.

46


46. Subinite Pty Ltd. (incorporated in South Africa) (a subsidiary of Godrej West Africa Holdings Ltd.)47. Lorna Nigeria Ltd (incorporated in Nigeria) (a subsidiary of Weave Business Holding Mauritius Pvt. Ltd.)48. Weave IP Holding Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej West Africa Holdings Ltd.)49. DGH Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Weave Holdings Ltd.)50. Weave Business Holding Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of DGH Mauritius Pvt. Ltd.)51. Weave Trading Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Weave Holdings Ltd.)52. Hair Trading (Offshore) S. A. L. (incorporated in Lebanon) (a subsidiary of Weave Trading Mauritius Pvt Ltd.)53. Weave Mozambique Limitada (incorporated in Mozambique) (a subsidiary of Godrej West Africa Holdings Ltd.)54. Godrej East Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Ltd.)55. Style Industries Ltd. (incorporated in Kenya) (a subsidiary of DGH Phase Two Mauritius Pvt. Ltd.)56. DGH Phase Two Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary Godrej East Africa Holdings Ltd.)57. Godrej Tanzania Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Ltd.)58. DGH Tanzania Ltd (incorporated in Tanzania) (a subsidiary of Godrej Tanzania Holdings Ltd.)59. Sigma Hair Ind Ltd. (incorporated in Tanzania) (a subsidiary of DGH Tanzania Ltd.)

(iii) Associates over which the Company’s Chairman and Managing Director, Mr. J. N. Godrej, is able to exercisesignificant influence:1. Geometric Ltd.2. Godrej & Boyce Enterprises LLP3. JNG Enterprise LLP4. RKN Enterprise LLP

(iv) Other Associates:1. Godrej & Khimji (Middle East) LLC (incorporated in Oman)2. LVD Godrej Infotech NV (incorporated in Belgium)3. ABG Venture LLP4. NBG Enterprise LLP5. SVC Enterprise LLP6. Godrej Vikhroli Properties LLP 7. Godrej Buildcorp LLP (application to Registrar of LLPs

made on 25th February, 2014 for strike off)8. Godrej Property Developers LLP 9. Sheetak Inc., USA10. Future Factory LLP11. Mosaic Landmarks LLP12. Wonder Space Properties Pvt Ltd13. Dream World Landmarks LLP (w.e.f 29th March, 2013)14. Oxford Realty LLP (w.e.f 13th March, 2014)15. SSPDL Green Acres LLP (w.e.f 27th March, 2014)

(v) Joint Venture Company:Godrej Efacec Automation & Robotics Ltd.

(vi) Key Management Personnel (Whole-time Directors):1. Mr. J. N. Godrej, Chairman & Managing Director2. Mr. V. M. Crishna, Executive Director (Lawkim Motors Group) 3. Mr. P. D. Lam, Executive Director & President4. Mr. K. A. Palia, Executive Director (Finance)5. Mr. A. G. Verma, Executive Director (Personnel & Administration)6. Mr. N. J. Godrej, Executive Director

47


(b) PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES DURING THE YEAR:(Rupees in crore)

Subsidiaries Other Subsidiaries Other Associate

Companies

Associate

Companies

[Item (a)(ii)] [Items (a)(i),

(iii), (iv) and (v)]

[Item (a)(ii)] [Items (a)(i), (iii),

(iv) and (v)]

(i) Transactions carried out with the related parties,referred to in Items (a)(i), (ii), (iii), (iv) and (v) above:(a) Purchase of Materials/Finished Goods/Services 40.41 7.85 71.40 22.22 (b) Purchase of Fixed Assets 0.08 - 0.06 - (c) Sales, Services Rendered and Other Income 23.09 18.28 27.09 56.42 (d) Dividends Received 95.16 2.32 92.41 2.14 (e) Common Expenses shared with Subsidiaries 2.86 - 3.01 - (f) Interest paid on Deposits taken - 11.43 - 3.68 (g) Dividends paid - 40.81 - 26.61 (h) Unsecured Deposits taken and repaid - 220.25 - 102.49 (i) Investments purchased 102.04 9.30 22.06 1.50 (j) Investments sold 86.07 - 110.02 - (k) Trade and other Receivables 2.63 473.21 7.46 600.43 (l) Trade and other Payables 3.02 0.10 0.75 0.10 (m) Advances to Suppliers 1.55 - 1.50 - (n) Deposits received, outstanding at year end 0.69 36.40 0.69 - (o) Guarantees given, outstanding at year end 37.87 - 20.59 -


(ii) Transactions carried out with Mr. J. N. Godrej, Chairman & Managing Director(a) Dividends paid 7.52 4.91 (b) Sale of Land 0.48 -

(iii) Transactions carried out with Mr. V. M. Crishna, Executive Director:(a) Dividends paid * 0.00 0.00 (b) Deposits received, outstanding at year end - 4.50 (c) Interest paid on Deposits taken 0.26 0.11

(iv) Transactions carried out with Mr. N. J. Godrej, Executive Director:(a) Dividends paid 3.78 2.46 (b) Deposits received, outstanding at year end - 6.00 (c) Interest paid on Deposits taken 0.21 0.07 (d) Sale of Land 0.53 - (e) Sale of Building 2.40 -

(v) Remuneration paid/payable to Key Management Personnel (Whole-timeDirectors) 20.50 15.18

*(Amount less than Rs.0.01 crore)

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES DURING THE YEAR:

(a) Purchase of Materials/Finished Goods/ServicesGodrej Properties Ltd. 12.01 45.27 Godrej Infotech Ltd. 24.47 23.58 Godrej Vikhroli Properties LLP 4.50 18.96

(b) Purchase of Fixed AssetsNatures Basket Ltd - 0.06 Godrej Infotech Ltd. - 0.01 Godrej (Singapore) Pte Ltd 0.08 -


48



(c) Sales, Services Rendered Godrej Efacec Automation & Robotics Ltd. 4.87 9.07 Geometric Ltd. 4.70 6.36 Godrej Properties Ltd. 5.29 6.04 Veromatic International BV 5.34 5.71 Godrej Consumer Products Ltd. 3.01 4.73 Godrej Industries Ltd. 4.19 4.28

(d) Dividends ReceivedGodrej Consumer Products Ltd. 61.78 59.15 Godrej Industries Ltd. 32.76 32.76 Godrej Properties Ltd. 0.51 0.38

(e) Common Expenses shared with SubsidiariesGodrej Infotech Ltd. 2.86 3.01

(f) Interest paid on Deposits takenGodrej Investments Pvt. Ltd. 11.43 3.68

(g) Dividends paidGodrej Investments Pvt. Ltd. 40.81 26.61

(h) Unsecured Deposits taken and repaidGodrej Investments Pvt. Ltd. 220.25 102.49

(i) Investments purchasedGodrej Agrovet Ltd. 86.00 - Godrej Properties Ltd. 11.39 - Busbar Systems (India) Ltd. - 22.06

(j) Investments soldGodrej Consumer Products Ltd. 86.07 110.02

(k) Trade and other ReceivablesVeromatic International BV 1.81 4.79 Godrej Properties Ltd. 0.03 1.38 Godrej Efacec Automation & Robotics Ltd. 0.74 1.31

(l) Trade and other PayablesMercury Mfg. Co. Ltd. 0.45 0.43 Godrej Infotech Ltd. 0.01 0.21 Godrej & Khimji (Middle East) LLC 0.06 0.10 Veromatic International BV 0.04 0.09 Godrej Consumer Products Ltd. 1.63 0.01 Godrej Industries Ltd. 0.84 -

(m) Advances to SuppliersGodrej Infotech Ltd. 1.55 1.50

(n) Deposits received, outstanding at year endGodrej Industries Ltd. 0.69 0.69 Godrej Investments Pvt. Ltd. 36.40

49


(Rupees in crore)(o) Guarantees given, outstanding at year end Current Year Previous Year

Godrej Infotech Ltd. 0.76 4.59 Veromatic International BV 36.40 16.00

39. DISCLOSURE IN RESPECT OF JOINT VENTURESPursuant to the Accounting Standard (AS 27) – Financial Reporting of Interests in Joint Ventures, the disclosures relatingto the Company’s Indian Joint Venture (JV) Godrej Efacec Automation and Robotics Ltd. are as follows:(a) The proportion of interest of the Company in the JV is by way of equity participation with Efacac Engenharia e Sistemas

S.A. in the ratio of 49:51(b) The aggregate amount of assets, liabilities, income and expenses related to the Company’s interests in the JV, based

on unaudited accounts, for the financial year is as follows:Current Year Previous Year

(i) Assets at close 14.56 18.94 (ii) Liabilities at close 7.42 13.73 (iii) Income 22.83 25.58 (iv) Expenses 20.55 22.21

(c) The JV does not have any amount of contracts remaining to be executed on Capital Account or any contingent liabilities.

40. DISCLOSURE IN RESPECT OF LEASES(a) The Company’s significant leasing arrangements are in respect of operating leases for motor cars, laptop computers

and premises (office, godown, show-room, retail store, residential, etc.) occupied by the Company. The aggregate leaserentals payable by the Company are charged to the Statement of Profit and Loss as Rent [Note 31(j)], Establishment and Other Expenses [Note 31(k)] and Motor Car and Lorry Expenses [Note 31(m)].The future minimum lease payments under non-cancellable operating leases in respect of premises, motor cars and laptop computers, due within a period of one year are estimated at Rs. 12.76 crore (as at 31-3-2013: Rs. 9.91 crore), those due later than one year but not later than five years at Rs. 10.78 crore (as at 31-3-2013: Rs. 12.79 crore), and those due later than five years at Rs. Nil (as at 31-3-2013: Rs. Nil).

(b) Lease income from operating leases is recognised in the Statement of Profit and Loss. Initial direct costs incurredspecifically to earn revenues from operating leases of fixed assets are charged to the Statement of Profit and Loss asincurred. These assets pertain to land, commercial/residential premises, forklifts and vending machines given onlease on varying tenure and other terms.In respect of assets given on operating leases, the gross book value and the accumulated depreciation at the end ofthe year, aggregate to Rs. 336.30 and Rs. 39.18 crore, respectively (as at 31-3-2013: Rs. 329.47 crore andRs. 28.37 crore respectively); and the depreciation charge for the year corresponding to the period of lease rentals,is estimated at Rs. 10.80 crore (Previous Year: Rs. 10.72 crore).The future minimum lease rentals receivable under non-cancellable operating leases within a period of one year areestimated at Rs. 14.76 crore (as at 31-3-2013: Rs. 27.61crore), those due later than one year but not later than fiveyears at Rs. 1.93 crore (as at 31-3-2013: Rs. 16.41 crore), and those due later than five years at Rs. Nil (as at31-3-2013: Rs. Nil).

41. VALUE OF RAW MATERIALS, COMPONENTS, STORES AND SPARE PARTS CONSUMED

Class of Goods Unit% Value % Value

(Rupees in crore) (Rupees in crore)

Imported 14% 398.94 15% 433.97 Indigenous 86% 2,430.24 85% 2,372.26

100% 2,829.18 100% 2,806.23


42. EARNINGS IN FOREIGN CURRENCY(a) Export of Goods on FOB basis 461.54 390.76 (b) Commission 0.21 - (c) Others 0.03 - (d) Dividend 0.11 0.11 (e) Freight recovered 10.11 10.43


50


(Rupees in crore)43. VALUE OF IMPORTS ON CIF BASIS Current Year Previous Year

(a) Raw Materials 378.86 375.22 (b) Spare Parts and Components 18.99 22.65 (c) Capital Goods 96.46 81.85 (d) Finished Goods 462.91 455.02

44. EXPENDITURE IN FOREIGN CURRENCY(a) Royalty 0.05 1.08 (b) Commission 2.77 2.22 (c) Travelling Expenses 4.06 4.78 (d) Professional Fees 13.26 7.33 (e) Finance Charges 1.85 3.90 (f) Freight 0.04 0.04 (g) Installation Expenses 10.64 0.78 (h) Others 7.98 6.33

45. DETAILS ON DERIVATIVES INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE(a) Outstanding forward exchange contracts entered into by the Company as on 31st March, 2014

Particulars and PurposeAs at As at As at As at

31/03/2014 31/03/2013 31/03/2014 31/03/2013Forward Cover (Trade Receivables and unexecutedSales Orders)

Amount 26,913,540$ 32,562,822$ 161.12 176.57 Number of contracts 146 186 Amount € 2,089,928 € 384,761 17.27 2.67 Number of contracts 4 2 Amount GBP 164,303 1.64 Number of contracts 5

Forward Cover (Trade Payables, unexecutedPurchase Orders and foreign currency borrowings)

Amount 11,704,920$ 50,741,350$ 70.19 275.83 Number of contracts 124 269 Amount € 8,148,416 56.70 Number of contracts 48

(b) Details of year-end foreign currency exposures that are not hedged by a derivative instrument or otherwise:Particulars

As at As at As at As at31/03/2014 31/03/2013 31/03/2014 31/03/2013

Trade Payables 8,449,045$ 6,053,730$ 50.66 32.91 € 1,894,844 € 1,961,139 15.68 13.65 GBP 97,615 GBP 61,176 0.97 0.50

Trade Receivables 5,774,939$ 3,152,361$ 34.57 17.11 € 385,529 € 2,652,486 3.19 18.43

GBP 446,838 GBP 302,439 4.46 2.48

Amount in foreign currency Equivalent amount (Rs. In crore)

Amount in foreign currency Equivalent amount (Rs. In crore)

51


52

Documents

GODREJ & BOYCE MANUFACTURING COMPANY · PDF fileChartered Accountants NAVROZE J. GODREJ, Executive Director KALYANIWALLA & MISTRY PERCY E. FOUZDAR VIJAY M. CRISHNA, Executive Director