Home  »  Company  »  Godrej Industries Lt  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Godrej Industries Ltd.

Mar 31, 2014

TO THE SHAREHOLDERS

The Directors have pleasure in presenting the 29th Directors'' Report of your Company along with the audited accounts for the financial year ended March 31, 2014.

1. OPERATING RESULTS:

Certain key aspects of your Company''s performance (on a standalone basis) during the financial year ended March 31, 2014, as compared to the previous financial year are summarised below:

Finanacial year 2013-2014 Financial year 2013-2014

Profit before Taxation 9,621.37 13,960.52

Tax Expenses 143.80 (1,693.74)

Profit after Taxation 9,765.17 12,266.78

Add: Surplus brought forward 25,346.28 25,682.80

Less: Utilised during the year (Refer Note no. 27 of Financial Statement) 26,370.49 7,719.53

AMOUNT AVAILABLE FOR APPROPRIATION 8,740.96 30,230.05

Appropriations:

Your Directors recommend appropriations as under:

Proposed Dividend 3,986.95 3,123.01

Dividend Distribution Tax 677.58 530.76

Transfer to General Reserve 980.00 1230.00

Surplus carried forward 3,096.43 25,346.28

TOTAL APPROPRIATIONS 8,740.96 30,230.05

2. DIVIDEND:

Your Directors recommend for approval of the Members at the ensuing Annual General Meeting for payment of final dividend of" 21- per equity share (40%) of nominal value of" 5/- each for the financial year ended March 31, 2014 (previous year" 4.00 per equity share of nominal value of" 10 each). The dividend will be paid in compliance with the applicable rules and regulations.

3. RIGHTS ISSUE OF EQUITY SHARES:

During the year under review, your Company issued and allotted 21,538,388 equity shares of ~10/- each at a premium of " 315/- per equity share, aggregating to " 699.998 crore to the existing equity shareholders of the Company on a rights basis (the "Rights Issue"). The equity shares allotted pursuant to the Rights Issue were admitted tor listing and trading on BSE Limited and the National Stock Exchange ot India Limited with effect from September 24, 2013. Your Company shall use the proceeds of the Rights Issue towards prepayment and repayment of existing debt of your Company and its subsidiaries and general corporate purposes.

Your Directors take this opportunity to thank all the shareholders for their overwhelming response and for the confidence reposed by them in the Company.

4. SUB-DIVISION OF EQUITY SHARES AND ALTERATION OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION:

In accordance with the approval of the shareholders of the Company through postal ballot, the results of which were announced on November 11, 2013, the equity share of nominal value of" 10/- (Rupees Ten only) of the Company was sub-divided into 2 (two) equity shares of nominal value of " 5/- (Rupees Five only) each on and from November 22, 2013; and the Memorandum of Association and the Articles of Association of the Company were altered pursuant to the sub-division of the equity shares of the Company.

The shareholders with equity shares of nominal value of " 10/- each of the Company in electronic form received direct credit of sub-divided equity shares of nominal value of " 5/- each of the Company to their dematerialised account with the depository. The Company issued a new composite share certificate for equity share of nominal value of ~5 each in place of the old share certificate for shareholders holding equity shares in physical form.

5. OVERVIEW OF OPERATIONS:

Your Company posted a total income of" 766.56 crore during the year ended March 31, 2014.

Despite the current uncertainties and challenges in the real estate environment, your Company has successfully

demonstrated strong value addition to its development portfolio. In the current fiscal year, your Company has signed 8 new projects adding 13 million sq. ft. of saleable area to its portfolio. The new projects signed are located in Mumbai, the National Capital Region, Pune, Bangalore and Chennai. The projects added are all of substantial size and are in line with your company''s long term strategy of focusing on value accretive and risk efficient models.

While real estate supply continues to outpace growth in demand across most cities in the country, your Company achieved its highest ever quarterly sales in the fourth quarter of the fiscal year, driven by successful new launches in Mumbai and Bengaluru.

Your Company launched new projects and phases totalling over 2.82 million square feet in the fiscal year. The highlight of the year was the successful launch of Godrej Central, your Company''s first redevelopment project, which registered bookings of over 200 apartments valued at over Rs 400 crore on the day of its launch. Another milestone for your Company was the launch of Godrej United in Bengaluru. The launch was achieved within 12 months of the project being added to your Company''s portfolio. Godrej United also witnessed strong uptake in the market, registering sales worth over Rs 100 crore over the span of a few weeks.

With the current challenges facing the Indian economy dampening commercial real estate sales across major cities in the country, your Company registered significant sales in the commercial space, registering sales of close to 800,000 square feet across three projects in Mumbai and Kolkata.

Delivering on its customer commitments, your Company handed over 624 apartments across 13 towers in Godrej Garden City, your Company''s first township project. The Global Indian International School at Godrej Garden City, Ahmedabad was also inaugurated in the fiscal year. This is the first school that your Company has built and marks an important milestone for the township.

Your company continues to deliver on its vision of being the most trusted name in the real estate industry, and has been recognized as such, winning the ''Best Business Practice in Real Estate'' at the National Real Estate Award for Excellence in Real Estate for the year 2012 and the ''Ethical Brand for Real Estate'' award by CMO Asia. Your company has intensified its efforts with regards to its customer-centric initiatives, and is continuously incorporating customer feedback in design and specifications, across all its projects. Your Company has made good progress in its customer management and marketing abilities through numerous targeted customer engagement programs and innovative digital campaigns.

Your Company has taken strides towards making itself a design led organization. Your Company continues to build capabilities in its design team and endeavors to work with the best talent, worldwide. Your company''s focus of creating extraordinary and imaginative spaces has been recognized internationally - with The Trees'' winning an ''Honor Award'' from the Boston Society of Landscape Architects in the current fiscal year.

Your Company also continues its focus to deliver on its commitments on the sustainability front, aiming for green building certifications for all ongoing and future projects. In the current fiscal year, Godrej BKC received a LEED Platinum Pre-Certification; it is the first building in the prestigious Bandra Kurla Complex in Mumbai that has received the certification. Your company also received the ''Sustainability Award'' from the Cll for its contribution to green building mission at the GreenCo Summit 2013.

Your company and its projects received 25 awards in the year at the entity and project levels including the ''Best Emerging Developer'' at the NDTV Property Awards 2013, the ''Brand Excellence Award'' at the Brand Excellence Summit 2013, the ''Master Brand 2013'' at the World Brand Congress Summit and the ''Developer of the Year'' at the Indian Realty Awards 2013.

In recognition of your Company''s endeavor to maintain outstanding employee practices and encourage a collaborative work environment, your Company was ranked amongst India''s Top 25 Companies to Work for in 2013: Ranked #25 in the overall category and Ranked #1 in the Real Estate and Construction Sector in a study conducted by the Great Places to Work Institute and the Economic Times.

6. FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY:

With the real estate markets and customer sentiments closely correlated to the overall growth in the Indian economy, your Company expects that the real estate industry would continue to remain under pressure for the next fiscal year. However, your Company is committed to meet and exceed the expectations of all its stakeholders.

In order to achieve the same, your Company shall continue to build scale through capital efficient business models such as sourcing land under the joint development model and the development manager model. The Company''s primary areas of focus for new business development shall be major cities of Mumbai, NCR and Bengaluru while at the same time opportunistically pursuing other key markets. The Company s business development strategy shall be aligned towards less capital intensive Profit Sharing and Development Manager models. Additionally, your Company will focus on sourcing land with large capital requirements in our target geographies under the Residential Co-investment platform with your Company acting as the development manager for these projects and sharing in the equity profits as well. On the operational front, timeliness of launches and execution shall continue to be a strong focus area for your company. Your Company will continue to improve its project execution capabilities across regions, strengthened through strategic partnerships with leading construction firms. Other focus areas for your company shall be optimizing return on capital and developing crisis and risk management capabilities.

7. FIXED DEPOSITS:

During the financial year ended March 31, 2014, fixed deposits aggregating to " 628.3 Lacs have been mobilised. The Company has no overdue deposits other than unclaimed deposits. Broadly, Section 73 to 76 ot the Companies Act, 2013 (the "2013 Act") provide that the Company may accept deposits from members and/ or public on passing the resolution in General Meeting ot the members of the Company. The Company will start accepting deposits after complying with the provisions of Section 73 to 76 of the 2013 Act and the Companies (Acceptance of Deposits) Rules, 2014.

8. DEPOSITORY SYSTEM:

Your Company''s equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2014, 99.97 % of the equity shares of your Company were held in dematerialised form.

9. CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreements entered into by your Company with BSE Limited and the National Stock Exchange of India Limited, a detailed Report on Corporate Governance together with a report on Management Discussion and Analysis is included in the Annual Report. The Auditors have certified the Company''s compliance with the requirements of Corporate Governance in terms of Existing Clause 49 of the Listing Agreement and the same is annexed to the Report on Corporate Governance. Kindly note that the Securities and Exchange Board of India has, vide, its circular dated April 17, 2014 (the "Amendment"), notified various amendments to Existing Clause 49 of the Listing Agreement to align it with the requirements under the 2013 Act. The Amendment is applicable to all listed companies with effect from October 1, 2014 and accordingly, the reference to ''Existing Clause 49'' herein as well as in the report on Corporate Governance or any other report or document for the financial year 2013- 2014 would mean Clause 49 of the Listing Agreement without any reference to the Amendment

10. AWARDS & RECOGNITIONS:

Your Directors take pleasure in informing you that your Company, its people and projects were acknowledged with the following awards and ratings during the financial year ended March 31, 2014:

Year Key Achievements

2013 Won ''Best Upcoming Township Award'' for Godrej Anandam, Nagpur at the Realty Kings Awards by My FM, Dainik Bhaskar and CREDAI Nagpur 2013 GPL won the "Best Business Practice in Real Estate" at the National Real Estate Award for Excellence in Real Estate for the year 2012 by Accommodation Times

2013 Mr. Girish Shah won the ''Thought Leaders Award''

2013 GPL won the following awards at the ''Real Estate Awards'' by ET NOW

- Popular Choice-Developer of the Year - Residential Category

- Integrated Township of the year - Godrej Garden City

- Popular Choice - Innovative Real Estate Marketing Campaign

- Mr. Girish Shah won ''Most Talented CMOs'' in the real estate sector

2013 Godrej Anandam, Nagpur, won the ''Best

Developer Award'' (Rest of Maharashtra) at the

Vasturaviraj Vishwakarma Real Estate Awards 2013 Godrej Properties won ''Best Emerging

Developer'' Award at the NDTV Property Awards 2013 Godrej Properties eceives sustainability award from Cll at the GreenCo Summit 2013 Godrej Garden City (AHS) received the ''Best Marketing Campaign'' Award at Paul Writer''s Great India Marketing Summit 2013 GPL won ''Brand Leadership Award'' in the real estate sector at the Brand Leadership Awards 2013 Godrej Platinum'' won an award for ''Luxury Project of the Year'', North Bangalore at the Bangalore Real Estate Awards 2013 2013 Godrej Properties was voted amongst India''s Top 10 (Innovative) Builders at the Construction World Architect and Builder (CWAB) Awards 2013 2013 Mr. Pirojsha Godrej won ''Real Estate Person of the Year'' award at the Construction Week Awards 2013 2013 Godrej Properties won ''Real Estate Company of the Year'' Runner up award at the Construction Week Awards 2013 2013 Godrej Properties won ''Developer of the Year'' award at the Indian Realty Awards 2013 2013 Godrej Properties won Brand Excellence Award'' at the Brand Excellence Awards 2013 2013 Godrej Properties won ''Master Brand 2013'' at the World Brand Congress Summit 2013 Mr. Pirojsha Godrej was selected as ''Person ot the year - 2013'' at the Sixth GIREM Leadership Awards 2013 Godrej Palm Grove won ''Best mid range housing project of the year'' award at the Chennai Real Estate Awards 2013 2013 ''Diamond EDGE Winner'' for ''Customer Experience Transformation'' - InformationWeek 2013 Godrej Properties won "Outstanding

Contribution in Real Estate (Residential Project)" award at the EPC World Awards 2013

2013 Godrej Garden City won Affordable housing project for the year - West India'' at the 6th ESTATE AWARDS

2013-WEST India Edition

2013 Godrej Properties won "Real Estate Developer of The Year (Maharashtra)" award at the Brands Academy Real Estate Awards

2013 Godrej Frontier won the ''Best 50 % Complete Residential Project'' under Luxury Segment in NCR Region at the CNBC AWAAZ Real Estate Awards 2013

2014 Godrej Anandam, Nagpur received a 6 Star rating from CRISIL

2014 Godrej Platinum, Kolkata received a 6 Star rating from CRISIL

2014 Godrej Garden City, Ahmedabad, received ''The Best innovative Marketing Campaign'' at the Golden Mikes Award for the campaign carried out during the Navratri period

2014 Ethical Brand For Real Estate by CMO Asia

2014 Most Admired Retail Website by Asia Retail Congress

2014 Gold in the category of Online Newsletter for Vibrations by Public Relations Council of India (PRCI)

2014 Silver in the category of In-House Magazine for Storey Times by PRCI

2014 ''The Trees'' won the international Honour Award from the Boston Society of Landscape Architects

2014 Godrej Platinum won the award for ''Best upcoming project in Bengal'' in the CREDAI Bengal Realty Awards 2014

11. EMPLOYEES STOCK OPTION SCHEME:

As required in terms of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, the disclosure relating to Godrej Properties Limited Employee Stock Option Plan ("GPL ESOP"), Godrej Properties Limited Employee Stock Grant Scheme, 2011 ("GPL ESGS") is given in Annexure (Part I) and Annexure A (Part II), respectively.

12. SCHEME OF AMALGAMATIONS:

During the financial year under review, the following Schemes of Amalgamation were approved by the Hon''ble Bombay High Court:

1. Godrej Estate Developers Limited was amalgamated with Godrej Sea View Properties Limited in terms of the Scheme of Amalgamation (the ''Scheme'') sanctioned by the Hon''ble Bombay High Court vide its order dated March 7, 2014. The appointed date of the Scheme was December 31, 2013.

2. Godrej Sea View Properties Limited and Godrej Nandhi Hills Project Private Limited were amalgamated with your Company in terms of the Scheme of Amalgamation (the ''Scheme'') sanctioned by the Hon''ble Bombay High Court vide its order dated April 11, 2014. The appointed date of the Scheme was January 1, 2014.

3. Godrej Developers Private Limited was amalgamated with Godrej Projects Development Private Limited in terms of the Scheme of Amalgamation (the ''Scheme'') sanctioned by the Hon''ble Bombay High Court vide its order dated April 29, 2014. The appointed date of the Scheme was April 1, 2013.

13. SUBSIDIARY COMPANIES:

A. Subsidiaries'' Accounts

During the financial year under review, Wonder City Buildcon Private Limited and Godrej Green Homes Limited were incorporated as wholly owned subsidiaries of your Company.

As at March 31, 2014, your Company had 12 subsidiaries (direct and indirect), namely, Godrej Realty Private Limited, Godrej Real Estate Private Limited, Happy Highrises Limited, Godrej Premium Builders Private Limited, Godrej Buildcon Private Limited, Godrej Garden City Properties Private Limited, Godrej Projects Development Private Limited, Godrej Buildwell Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Wonder City Buildcon Private Limited and Godrej Green Homes Limited.

Pursuant to the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors of your Company have given their consent for not attaching the accounts of all the subsidiaries of your Company along with the Annual Report of your Company. In line with the above circular and as per the Accounting Standard 21 (AS 21) issued by the Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements of your Company along with the Auditors'' Report have been annexed to this Annual Report.

The Company shall provide the copy of the annual accounts of its subsidiary companies and the related information to the members of the Company and also to the members of the subsidiary companies on their request. The annual accounts of the subsidiary companies will also be kept open for inspection by any members at the Registered Office of the Company and also at the Registered Office of the respective subsidiary companies during business hours.

During the financial year under review, Godrej Projects Development Private Limited (''GPDPL''), a wholly owned subsidiary company of your Company, entered into agreements with Shubh Properties Cooperatief U. A, and others (the Investors''), for transfer of 49% of the equity share capital of Godrej Redevelopers (Mumbai) Private Limited to the Investors.

During the year under review, pursuant to the agreements entered into by your Company with Shubh Properties Cooperatief U. A, and others (the Investors''), your Company has transferred 74.9% of the equity share capital of Wonder Space Properties Private Limited WSPPL) to the Investors. WSPPL has ceased to be

a subsidiary of the Company post transfer of equity shares by the Company.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31, 2014:

1. Godrej Buildcorp LLP.

2. Godrej Property Developers LLP for the project located at Thane (Mumbai).

3. Godrej Vikhroli Properties LLP for the project located at Vikhroli.

4. Mosiac Landmarks LLP for the project located at Undri, Pune.

5. Dream World Landmarks LLP for the project located at Undri Pune

6. Oxford Realty LLP for project located at Keshavnagar, Mundhwa, Pune.

7. SSPDL Green Acres LLP for project located at Chennai

Your Company has also been admitted as a partner in M.S. Ramaiah Ventures LLP forthe project at Devanhalli, Bengaluru and Caroa Properties LLP for the project at Panvel.

C. Material Non-Listed Indian Subsidiary

Pursuant to the Existing Clause 49 of the Listing Agreement, if the turnover or net worth (i.e. paid up capital and free reserves) of any unlisted Indian subsidiary company exceeds 20% of the consolidated turnover or net worth respectively of the listed holding company and its subsidiaries in the immediately preceding accounting year; that subsidiary is termed as a ''Material Non-Listed Indian Subsidiary''. There is no material non- listed Indian subsidiary ot your Company tor the financial year 2013-2014.

14. DIRECTORS:

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6) (e) of the 2013 Act, Mr. Adi B. Godrej and Mr. Nadir B. Godrej will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Mr. Srinivasan will be appointed as a director liable to retire by rotation in partial modification to resolution no. 8 passed at the 27th Annual General Meeting of the Company held on July 28, 2012.

The Company had, pursuant to the provisions of the clause 49 of the Listing Agreements entered into with Stock Exchange, appointment Mr. Keki B. Dadiseth, Mrs. Lalita D. Gupte, Mr. Pranay Vakil, Dr. Pritam Singh, Mr. Amit Choudhary, Mr. S. Narayan and Mr. Amitava Mukherjee as Independent Directors of the Company. As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one- third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

15. APPOINTMENT OF AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Kalyaniwalla & Mistry as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the thirty second AGM to be in the year 2017, subject to ratification of their appointment at every AGM.

Your Company has received a letter from M/s. Kalyaniwalla & Mistry to the effect that their re- appointment, if made, would be under the second and third proviso to Section 139 (1) of the 2013 Act and that they are not disqualified within the meaning of Section 141 of the 2013 Act read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

17. COST COMPLIANCE REPORT

The Company has filed the Cost Compliance Report for the year 2012-13.

18. BUSINESS RISK MANAGEMENT

Your Company has constituted a committee consisting of key executives of your Company and an independent director to identify and assess business risks and opportunities (''Risk Committee''). The Risk Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation monitored.

19. ADDITIONAL INFORMATION

The Ministry of Corporate Affairs (MCA) has vide its General Circular No. 08/2014 dated April 4, 2014, clarified that the financial statements (and documents required to be attached thereto), auditors report and Board report in respect of financial years that commenced earlier than April 1, 2014 shall be governed by the relevant provisions/ Schedules/ rules of the Companies Act, 1956 (''1956 Act''). In view of this, the following information has been provided as per the provisions of the 1956 Act.

a) In terms of the provisions of Section 219(1)(b)(iv) of the 1956 Act, the Director''s Report and Annual Accounts are being sent to all members of the Company, excluding the statement of particulars of the employee under Section 217(2A) of the 1956 Act. In accordance with the provisions of Section 217(2A) of the 1956 Act and the rules framed there under i.e. the Companies (Particulars of

Employees) Rules, 1975, as amended, the names and other particulars of employees as required to be set out in the annexure to the Director''s Report is available for inspection at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company.

b) Information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1 )(e) of the 1956 Act read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure B.

c) Your Company has devised proper systems to ensure compliance with all applicable laws.

20. GREEN INITIATIVES IN CORPORATE GOVERNANCE

The MCA has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail ids of shareholders. We have accordingly arranged to send the soft copies of these documents to the e-mail addresses of the Members, where such details are available with the depositories or the Registrar and Share Transfer Agent of your Company, M/s Karvy Computershare Private Limited. In case any of the shareholders would like to receive physical copies of these documents, the same shall be forwarded on written request to the Registrars and Share Transfer Agents of your Company, M/s. Karvy Computershare Private Limited.

21. DIRECTORS'' RESPONSIBILITY STATEMENT:

The MCA has vide its General Circular No. 08/2014 dated April 4, 2014, clarified that the financial statements (and documents required to be attached thereto), auditors report and Board report in respect of financial years that commenced earlier than April 1, 2014 shall be governed by the relevant provisions/ Schedules/ rules of the 1956 Act. In view of this, the following information has been provided as per the provisions of the 1956 Act.

Pursuant to Section 217(2AA) of the 1956 Act, your Directors, based on the representation received from the Management and after due enquiry, confirm for the financial year ended March 31, 2014:

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2014 and of the profits of the Company for that year;

(Hi) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 1956 Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

22. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the state government, government agencies, banks, financial institutions, joint venture partners, customers, shareholders, fixed deposit holders, vendors and other related organisations, who through their continued support and co-operation, have helped, as partners, in your Company''s progress. Your Directors also acknowledge the hard work, dedication and commitment of the employees.

For and on behalf of the Board of Directors of Godrej Properties Limited

Place : Mumbai Adi B. Godrej

Date : May 2, 2014 Chairman


Mar 31, 2013

TO THE SHAREHOLDERS

The Directors have pleasure in presenting the 28th Directors'' Report of your Company along with the audited accounts for the financial year ended March 31, 2013.

1 OPERATING RESULTS:

Certain key aspects of your Company''s performance during the financial year ended March 31, 2013, as compared to the previous financial year are summarised below:

Financial year Financial year 2012 - 2013 2011 - 2012 (Rs. in Lacs) (Rs. in Lacs)

Profit before Taxation 13,960.52 10,439.95

Tax Expenses (1,693.74) (2,303.48)

Profit after Taxation 12,266.78 8,136.47

Add: Surplus brought forward 25,682.80 21,087.59

Less: Utilised during the year (Refer Note no. 27 of Financial Statement) 7,719.53

AMOUNT AVAILABLE FOR APPROPRIATION 30,230.05 29,224.06 Appropriations:

Your Directors recommend appropriations as under:

Proposed Dividend 3,123.01 2,341.42

Dividend Distribution Tax 530.76 379.84

Transfer to General Reserve 1,230.00 820.00

Surplus carried forward 25,346.28 25,682.80

TOTAL APPROPRIATIONS 30,230.05 29,224.06

2. DIVIDEND:

Your Directors recommend for approval of the Members at the ensuing Annual General Meeting payment of final dividend of Rs. 4/- per equity share of Rs. 10/- each (40%) for the financial year ended March 31, 2013 (previous year Rs. 3.00 per equity share of Rs. 10 each). The dividend will be paid in compliance with the applicable regulations.

3. RIGHTS ISSUE OF SHARES:

Your Directors have approved raising funds by issue of equity shares of the face value of Rs. 10/- each of the Company to the existing equity shareholders of the Company on a rights basis (" Rights Issue" ) aggregating upto Rs. 700 Crores, subject to all applicable statutory and regulatory approvals. The terms and conditions of the Rights Issue, including the rights entitlement ratio, the issue price, issue size, record date, timing of the issue and other matters shall be decided by a Committee of Board constituted for this purpose (Rights Issue Committee) in consultation with the lead manager to the Rights Issue.

4. SUBDIVISION OF EQUITY SHARES:

The Company had sought approval of the members, by its notice of postal ballot dated March 23, 2013, for sub- division of each equity share of the Company of nominal value of Rs. 10/- to 2 (Two) equity shares of nominal value of Rs. 5/-, and the consequent division of the authorised capital of the Company of Rs. 100,00,00,000 into 20,00,00,000 equity shares of Rs. 5/- each.

In terms of the Scheme of amalgamation of Godrej Waterside Properties Private Limited (GWPPL), a wholly-

owned subsidiary of the Company, with the Company, the authorised share capital of GWPPL of Rs. 17,00,00,000 has been combined with the authorised share capital of the Company of Rs. 100,00,00,000, and the resultant authorised share capital of Rs. 117,00,00,000 is divided into 11,70,00,000 equity shares of Rs. 10/- each.

It has become impossible to give effect to the amendments and consequently the approval of the shareholders through Postal Ballot for the Sub-division and the amendments cannot be given effect to. The Board of Directors has on May 9, 2013, approved the sub-division of Authorised Capital of Rs. 117,00,00,000 comprising of equity shares of Rs. 10/- each into 23,40,00,000 (Twenty Three Crore Forty Lakh) equity shares of Rs. 5/- (Rupees Five only) each, which was earlier approved by the Board on March 23, 2013, but could not be given effect to for reasons set out above, subject to the approval of the Members. Such approval will be obtained, and other required steps to give effect to the sub-division will be sought, after the completion of the proposed Rights Issue.

5. OVERVIEW OF OPERATIONS:

Your Company posted a total income of Rs. 48,949.52 Lacs during the year ended March 31, 2013.

In spite of the current uncertainties and challenges in the real estate environment, your Company successfully demonstrated strong value addition to its development portfolio. During the year, your company managed to sign 8 new project stotaling approximately 6.6 million sq. ft. of saleable area. Your Company has successfully created a residential co-investment platform with a total corpus of Rs. 1072.5 crores, under which a Dutch co-operative representing a group of overseas investors and an Indian investor, is committed to equity investments in our residential projects. The platform will enable your Company to capture outright land purchase transactions without deviating from the asset light model followed by your Company. Your Company will receive development management fees for all projects undertaken under the fund, plus a share of equity profits from the projects.

During the year, your company continued to make significant progress in the Mumbai re-development space by signing five new residential re-development projects in Byculla, Ghatkopar, Curry Road,Malad and Sahakar Nagar

(Chembur), with a total saleable area of approximately 1.5 million square feet.

During the year, your Company launched 13 new projects and phases across the country. While volumes for the real estate sector have declined for the second consecutive year, your Company has delivered a 58% growth in booking volume and a 71% growth in booking value driven by successful new launches in Gurgaon, Bangalore, Kolkata, Pune, Ahmedabad and Mumbai. The highlight of the year was the successful launch of Godrej Summit in Gurgaon where your Company sold 695 apartments with 1 mn. sqft of saleable area in one day. Sales from new and existing phases of ongoing residential projects also continued to witness strong demand. During the year, your Company sold approx. 4.1 million sq. ft. of area with a total booking value of approx. Rs. 2761 crores, spread across all its location. Another milestone your Company achieved during the year was the handover of 535 apartments in Phase I of the Godrej Prakriti in Kolkata within the time period committed to our customers.

In sync with our vision of being the most trusted name in the real estate industry, your company has intensified its efforts with regards to our customer-centric initiatives, and is continuously incorporating customer feedback in design and specifications, across all its projects. Your Company has made good progress in its customer management and marketing abilities through numerous targeted customer engagement programs and innovative digital campaigns. Your Company has won 20 awards at the entity and project level including ''Real Estate Company of the Year'' at the Construction Week India Awards, ''Emerging Developer of the Year'' at the Bangalore Real Estate Awards 2012, being awarded the ''Platinum Award for Excellence'' by Construction World Magazine, being awarded the ''Popular Choice Developer of the Year'' in the residential category at the ET Now, ''Best Upcoming Township Award'' won by the Godrej Anandam Project at the My FM Dainik Bhaskar CREDAI Awards, ''Best Residential Project- Ahmedabad'' won by the Godrej Garden City Project at the CNBC Awaaz Real Estate Awards 2012, ''Best Residential Project- Kolkata'' won by the Godrej Prakriti Project at the CNBC Awaaz Real Estate Awards 2012. In recognition of our endeavour to maintain outstanding employee practices and encourage collaborative work spaces, your Company was ranked as the ''14th Best Company to Work For'' in the overall category, 2nd amongst companies with less than 1000 employees and the best company to work for in the Real Estate Industry by the Great Places to Work Survey 2012 conducted by Great Place to Work Institute.

Your Company continues to be at the forefront of sustainable development. 74% of our inventory launched in the financial year was registered/pre-certified as green by the Indian Green Building Council; up from 67% in FY 12 and 26% in FY 11. Key achievements in this area include numerous sustainable design certifications received during the year. These include Gold Pre-certifications for Godrej Horizon in Pune, Serenity in Mumbai and Gold County in Bangalore, all under the IGBC Green Homes rating system v.1.0. Godrej Central in Mumbai, which is yet to be launched, has been awarded Silver Pre-certification under the IGBC Green Homes rating system v 2.0. To consistently deliver green buildings, the company has set up internal benchmarks, integrated sustainability goals with project planning. In addition, your Company continuously engages its design and construction partners to create greener buildings. Under Green operations, your Company is working on reducing energy and water consumption and waste generated at our administrative offices in accordance with the Group wide Good & Green Targets.

6. FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY:

Your Company will continue to focus on building scale through capital efficient business models such as sourcing land under the joint development model and the development manager model. Additionally, your Company will focus on sourcing land with large capital requirements in our target geographies under the Residential Co-investment platform with your Company acting as the development manager for these projects and sharing in the equity profits as well. Our primary areas of focus for new business development will be major cities like Mumbai, NCR, Bengaluru, Pune, and Chennai. In FY 11 your Company formed a new subsidiary Godrej Projects Development Private Limited (GPDPL) to focus on the opportunities available for redevelopment projects across Mumbai. GPDPL signed five new projects in FY 13 and will continue to actively explore suitable redevelopment opportunities which will be value accretive to GPL. Through strategic partnerships with leading construction firms, your Company is further strengthening its project execution capabilities across regions, and thereby endeavoring to ensure on-time delivery and quality.

7. FIXED DEPOSITS:

Your Company continues to accept fixed deposits for 12, 24 and 36 months'' tenure. During the financial year ended March 31, 2013, fixed deposits aggregating to Rs. 20,212.31 Lacs have been mobilised. The Company has no overdue deposits other than unclaimed deposits.

8. DEPOSITORY SYSTEM:

Your Company''s equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2013, 99.39 % of the equity shares of your Company were held in demat form.

9. CORPORATE GOVERNANCE:

As required by the existing Clause 49 of the Listing Agreements entered into by your Company with the BSE Limited and The National Stock Exchange of India Limited, a detailed Report on Corporate Governance together with a report on Management Discussion and Analysis is included in the Annual Report. The Auditors have certified the Company''s compliance with the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the Report on Corporate Governance.

10. AWARDS & RECOGNITIONS:

Your Directors take pleasure in informing you that your Company was acknowledged with the following awards during the financial year ended March 31, 2013: l ''Best Marketing Campaign of the Year'' at the 3rd CMO Asia Awards, Singapore

l Real Estate Company of the year - Construction Week

India Awards 2012 l Emerging Developer of the year - Bangalore Real

Estate Awards 2012 l ''Efficient Bathrooms at Building Complexes'' by

Washrooms and Beyond Honours 2012

l Most Admired Real Estate Website of the year – 2nd Asian Leadership Awards

- ''CWAB Platinum Award for Excellence'' at the 7th Construction World Architect and Builder (CWAB) Awards, 2012

- Zee Business Awards in the real estate category

- 3 awards at CNBC Awaaz Real Estate Awards, 2012

- Godrej Garden City : ''Best Residential Project'' in Ahmedabad, in the mid-segment category of projects that are 70% complete

- Godrej Prakriti ''Best Residential Project'' in Kolkata, in the mid-segment category of projects that are 70% complete

- Godrej Waterside : " Best Commercial Property" in Kolkata

- ''Best Innovative/ Marque Developer of the Year - West India'' at the 4th Annual National Estate Awards and Summit organized by Franchise India

- Best Upcoming Township - Godrej Anandam, Nagpur received this award from My FM, Dainik Bhaskar and CREDAI Nagpur

- ''Best Business Practice in Real Estate'' at the National Real Estate Award for Excellence in Real Estate for the year 2012 by Accommodation Times.

- The following awards at the ''Real Estate Awards'' by ET NOW

- Godrej Properties won the Popular Choice- Developer of the Year in the Residential Category

- Godrej Properties won the Integrated Township of the year for Godrej Garden City

- Popular Choice for its Innovative Real Estate Marketing Campaign

- Godrej Anandam, Nagpur, won the ''Best Developer Award'' (Rest of Maharashtra) at the Vasturaviraj Vishwakarma Real Estate Awards

- ''Brand Leadership Award'' in the real estate sector at the Brand Leadership Awards 2013

- Godrej Garden City was awarded with the ''British

Safety Council International Award'' in Distinction Category for Affordable and Mass Housing

- Godrej One won the safety award with the British Safety Council International Award in Distinction Category for Information Technology and Office Space category

- Ranked amongst India''s Top 15 companies to work for in FY 2012, in a study by the Great Places to Work Institute and the Economic Times

- 14th Best Company to Work for in India in the overall category

- Ranked #1 in the Best Company in the real estate and construction sector

- Ranked #2 in the Best Company with under 1000 employees category

11. EMPLOYEES STOCK OPTION SCHEME:

The members of the Company had vide a Special Resolution passed through Postal Ballot on September 11, 2012 approved the amendment to the terms of the Godrej Properties Limited Employee Stock Option Plan (GPL ESOP) for revision in the Exercise Price.

As required in terms of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, the disclosure relating to Godrej Properties Limited Employee Stock Option Plan (GPL ESOP) is given in Annexure A (Part I) and the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme (GPL ESGS) is given in Annexure A (Part II).

12. SCHEME OF AMALGAMATION OF GODREJ WATERSIDE PROPERTIES PRIVATE LIMITED

Godrej Waterside Properties Private Limited, a wholly owned subsidiary of the Company was amalgamated with the Company in terms of the Scheme of Amalgamation (''Scheme'') sanctioned by the Hon''ble Bombay High Court vide order dated April 12, 2013. The appointed date of the Scheme was April 1, 2012.

13. SUBSIDIARY COMPANIES:

A. Subsidiaries'' Accounts

During the year under review, Godrej Redevelopers (Mumbai) Private Limited has been incorporated as subsidiary company of Godrej Projects Development Private Limited, a wholly owned subsidiary of your Company. Accordingly, as at March 31, 2013, your Company had 14 subsidiaries, namely, Godrej Realty Private Limited, Godrej Developers Private Limited, Godrej Real Estate Private Limited, Godrej Sea View Properties Private Limited, Happy Highrises Limited, Godrej Premium Builders Private Limited, Godrej Buildcon Private Limited, Godrej Garden City Properties Private Limited, Godrej Projects Development Private Limited, Godrej Nandhi Hills Project Private Limited, Godrej Buildwell Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Estate Developers Private Limited and Godrej Redevelopers (Mumbai) Private Limited.

Wonder Space Properties Private Limited, a wholly owned subsidiary of the Company, has been incorporated on April 25, 2013.

Pursuant to the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors of your Company have given their consent for not attaching the accounts of all the subsidiaries of the Company along with the Annual Report of the Company. In line with the above circular and as per the Accounting Standard 21 (AS 21) issued by the Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements of your Company along with the Auditors'' Report have been annexed to this Annual Report.

The Company shall provide the copy of the annual accounts of the subsidiary companies and the related information to the members of the Company and also to the members of the subsidiary companies on their request. The annual accounts of the subsidiary companies will also be kept open for inspection by any members at the Registered Office of the Company and also at the Registered Office of the respective subsidiary companies during business hours.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31, 2013:

1. Godrej Buildcorp LLP.

2. Godrej Property Developers LLP for the project located at Thane (Mumbai).

3. Godrej Vikhroli Properties LLP for the project located at Vikhroli.

4. Mosiac Landmarks LLP for the project located at Undri, Pune.

5. Dream World Landmarks LLP for the project located at Undri, Pune.

C. Material Non-Listed Indian Subsidiary

Pursuant to Clause 49 of the Listing Agreement, if the turnover or net worth (i.e. paid up capital and free reserves) of any unlisted Indian subsidiary company exceeds 20% of the consolidated turnover or net worth respectively of the listed holding company and its subsidiaries in the immediately preceding accounting year; that subsidiary is termed as a ''Material Non-Listed Indian Subsidiary''. There is no material non-listed Indian subsidiary of your Company for the financial year 2012-2013.

14. AMENDMENTS IN THE OBJECTS OF THE INITIAL PUBLIC OFFERING IN RELATION TO UTILISATION OF ISSUE PROCEEDS

In the last Annual General Meeting of your Company held on July 28, 2012, the Members had approved certain deviations/ amendments to the objects of the initial public offering, as disclosed on page 43 of the prospectus of your Company dated December 16, 2009 (the " Prospectus" ). Your Company received Rs. 468.85 Crores as the issue proceeds (the " Issue Proceeds" ). The net Issue Proceeds, after deduction of the issue related expenses, were Rs. 428.17 crores (the " Net Proceeds" ).

However there are further deviations in the utilisation of the issue proceeds from the last approved schedule of deployment and the details of the same are provided below:

a) Acquisition of land development rights for our forthcoming projects:

As per the approval received from the Members in the Annual General Meeting held on July 28, 2012, your Company was required to utilise Rs. 9.09 crores in the financial year 2012-2013 for its project located at Kalyan, subject to the aggregation of the balance land area. However, the said aggregation has not been completed during the financial year 2012-2013 and therefore; it is proposed that the said amount of Rs. 9.09 crores be utilized for the purpose of repayment of loans. Consequently, the total amount of Rs. 152 crores out of Net Proceeds which was proposed to be utilized for acquisition of land development rights for our forthcoming projects will be revised to Rs. 142.91 crores.

b) Repayment of Loans

As per the approval of the members in the Annual General Meeting held on July 22, 2011, an amount of Rs. 201.17 crores was to be utilised by the Company for repayment of loans, which was fully utilised by the Company in the financial years 2010 and 2012. However, as mentioned on page 47 of the Prospectus, the Company may re-schedule at its discretion the proposed utilization of Net Proceeds by increasing or decreasing the expenditure for a particular object and adjusting in other object. In order to reduce interest burden, it is proposed to utilize a further amount of Rs. 9.09 crores, which was earlier earmarked towards utilisation for the Kalyan project (as stated in para (a) above), for repayment of loan taken from State Bank of India under the Facility Agreement dated March 16, 2011.

* It was stated that an amount of Rs. 152.00 Crores shall be utilised from the Net Proceeds for Acquisition of land development rights for our forthcoming projects. Now amended such amount to Rs.142.91 Crores, as Rs. 9.09 Crores shall be utilised for repayment of loans .

** It was stated that an amount of Rs. 9.09 Crores shall be utilised in the fiscal year 2013. Now amended to state that no amount utilised in fiscal year 2013.

# The increase in the total estimated cost for repayment of loans and amount up to which will be financed from Net Proceeds is due to the utilization of Rs. 9.09 Crore originally proposed to be utilized for the Kalyan Project towards part repayment of loan taken from state Bank of India under the Facility agreement dated March 16,2011.

It was also stated in the Prospectus that out of the gross Issue Proceeds of Rs. 468.85 crores, an amount of Rs. 40.68 crores relates to issue expenses. The Company has spent Rs. 40.54 crores towards issue expenses, leaving a balance of Rs. 0.14 crore. It is therefore proposed to utilize the said amount of Rs. 0.14 crore towards part repayment of loan taken from State Bank of India under the Facility Agreement dated March 16, 2011.

Accordingly, the approval of the Members of the Company is also sought in the ensuing Annual General Meeting to amend the schedule of implementation of the Net Proceeds, as provided in the Prospectus (on page 43) as follows:

(Rs. in crores)

Sr. No Objects FY 2010 FY 2011 FY 2012 FY 2013 FY 2014

1. Acquisition of land development rights for our Forthcoming Projects 25.00 52.00 65.91 0.00 -

2. Construction of our Forthcoming project 0.00 62.30 12.70 - -

3. Repayment of loans 150.17 0.00 51.00 - 9.09

Total 175.17 114.3 129.61 0.00 9.09

The approval of the Members of the Company is also sought to utilize the amount of Rs. 0.14 crore earmarked for issue related expenses towards part repayment of loan taken by the Company from State Bank of India under the facility agreement dated March 16, 2011.

15. DIRECTORS:

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. Adi B. Godrej, Mr. Jamshyd N. Godrej, Mr. Amitava Mukherjee and Mrs. Parmeshwar A. Godrej, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

16. APPOINTMENT OF AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Company has received a letter from M/s. Kalyaniwalla & Mistry to the effect that their re-appointment, if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified within the meaning of Section 226 of the Companies Act, 1956 for such re-appointment.

17. COST RECORDS COMPLIANCE REPORT

The Company has filed the Cost Record Compliance Report for the year 2011-12.

18. COMMITEES OF DIRECTORS:

a) Reconstitution of Management Committee:

During the year under review, the Management Committee was reconstituted on May 5, 2012 by appointing Mr. K. T. Jithendran and Mr. V. Srinivasan as members of the Committee with effect from May 5, 2012. Mr. Milind S. Korde ceased to be a member of the Committee with effect from March 31, 2012. The Committee currently comprises Mr. Adi B. Godrej - Chairman, Mr. Pirojsha Godrej – Managing Director & Chief Executive Officer, Mr. K. T. Jithendran, Executive Director and Mr. V. Srinivasan, Executive Director.

b) Reconstitution of Allotment Committee:

During the year under review, the Allotment Committee was reconstituted on May 5, 2012 due to resignation of Mr. Milind S. Korde who ceased to be a member of the Committee with effect from March 31, 2012. The Committee comprises currently Mr. Adi B. Godrej - Chairman, Mr. Pirojsha Godrej – Managing Director & Chief Executive Officer, Mr. K. T. Jithendran, Executive Director and Mr. Amit B. Choudhury, Independent Director.

19. ADDITIONAL INFORMATION:

a) In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors Report and Accounts are being sent to all the members of the Company, excluding the statement of particulars of the employee under Section 217(2A) of the Companies Act, 1956. In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under i.e. the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees as required to be set out in the annexure to the Director''s Report is available for inspection at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company.

b) Information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure B.

c) Your Company has devised proper systems to ensure compliance with all applicable laws.

20. GREEN INITIATIVES IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs, Government of India, has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail ids of shareholders. We have accordingly arranged to send the soft copies of these documents to the e-mail ids of shareholders, wherever applicable. In case any of the shareholders would like to receive physical copies of these documents, the same shall be forwarded on written request to the Registrars M/s. Karvy Computershare Private Limited.

21. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2013 and of the profits of the Company for that year;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

22. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the state government, government agencies, banks, financial institutions, joint venture partners, customers, shareholders, fixed deposit holders, vendors and other related organisations, who through their continued support and co-operation, have helped, as partners, in your Company''s progress. Your Directors also acknowledge the hard work, dedication and commitment of the employees.

For and on behalf of the Board of Directors of Goderj Properties Limited

Place : Mumbai Adi B. Godrej

Date : May 9, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 27th Annual Report of your Company along with the audited accounts for the financial year ended March 31, 2012.

1. OPERATING RESULTS:

Your Company's performance during the financial year ended March 31, 2012 as compared to the previous period is summarized below:

Financial year Financial year 2011-2012 2010-2011 (Rs.in lacs) (Rs.in lacs)

Profit before Taxation 10,439.95 15,507.46

Tax Expenses (2,303.48) (4,892.10)

Profit after Taxation 8,136.47 10,615.36

Add: Surplus brought forward 21,087.59 15,195.39

AMOUNT AVAILABLE FOR APPROPRIATION 29,224.06 25,810.75 Appropriations:

Your Directors recommend appropriations as under:

Proposed Dividend 2,341.42 3,143.25 Dividend Distribution Tax 379.84 509.91

Transfer to General Reserve 820.00 1,070.00

Surplus carried forward 25,682.80 21,087.59

TOTAL APPROPRIATIONS 29,224.06 25,810.75

2. RAISING OF FUNDS PURSUANT TO INSTITUTIONAL PLACEMENT PROGRAMME (IPP):

During the financial year ended March 31, 2012, your Company issued and allotted 81,86,810 equity shares of Rs 10/- each at a premium of Rs 565/- per equity share, aggregating to Rs 470.74 Crores, to the eligible qualified institutional buyers pursuant to an Institutional Placement Programme ("IPP") in terms of Chapter VIII-A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. The public shareholding in your Company has increased to 25% of its issued and paid up equity share capital pursuant to the IPP. The equity shares allotted pursuant to the IPP were admitted for listing and trading on BSE Limited and The National Stock Exchange of India Limited with effect from March 29, 2012. Your Company shall use the proceeds of the IPP towards prepayment and repayment of existing debt of your Company and its subsidiaries, acquisition of land development rights and general corporate purposes.

Your Directors take this opportunity to thank all the investors for their overwhelming response and the confidence reposed by them.

3. DIVIDEND:

Your Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of 30% per equity share (Rs 3/- per equity share) for the financial year ended March 31, 2012.

4. REVIEW OF OPERATIONS:

Your Company posted a total income of Rs 46,386.77 Lacs during the financial year ended March 31, 2012.

One major highlight for the year was the successful completion of the IPP undertaken by your Company in March 2012. In difficult market conditions, where recent fund-raising activities of certain other companies witnessed difficulties, your Company's offering was oversubscribed, enabling it to raise Rs 470.74 Crores. Your Company is the first company in India to do an IPP and the first real estate developer to successfully complete an entity level fund- raising exercise in the last 18 months.

In the current real estate environment facing various uncertainties and challenges, your Company successfully demonstrated strong value addition to its development portfolio. During the year under review, your Company added 10 new joint development deals, totaling approximately 10.4 million sq. ft. of saleable area. One of the key deals undertaken during the year under review was the memorandum of understanding and the development manager agreement with Godrej & Boyce Manufacturing Company Limited (G&B), to appoint your Company as the Development Manager for the development of G&B's land in Vikhroli and the development of two of G&B's residential towers in Vikhroli, respectively. As a result of the same, your Company will be responsible for conceptualization, design, sales and marketing of all future projects on G&B's land in Vikhroli; and will receive 10% of the total money received from the sales of units as development manager fees.

During the year under review, your Company also made significant progress in the Mumbai redevelopment space. Your Company signed a Development Agreement to undertake a residential redevelopment project in Sahakar Nagar in Chembur with a total projected saleable area of approximately 6 Lac sq. ft.

The financial year 2011-12 also marked the entry of your Company into the Nagpur region, with the signing of an agreement for, and launch of, its residential project, Godrej Anandam. The project with a total developable area of 2.76 million sq. ft., was launched in October 2011, and has received a good response from customers thereafter. Your Company also launched new residential projects in other key cities across the country, including Mumbai, Bengaluru, Chennai and Mangalore, and continued to witness strong demand for its new phases in its ongoing residential projects in Ahmadabad and Kolkata. During the year under review, the total area sold by your Company stood at approximately 2.42 million sq. ft.

Continuing with the strategy of efficient capital management, your Company transferred 49% equity stake in its subsidiary, Godrej Premium Builders Private Limited to SUN-Apollo India Real Estate Fund, LLC, acting through Madhavi SA Investments LLC and Madhavi Ventures Limited. Further, Godrej Project Development Private Limited ("GPDPL"), a wholly owned subsidiary of your Company, entered into an agreement with ASK Property Investment Advisors to sell 49% stake of Godrej Landmark Redevelopers Private Limited, a subsidiary of GPDPL.

In line with its vision of being the most trusted name in the real estate industry, your Company has intensified its efforts with regards to customer-centricity initiatives, and is continuously incorporating customer feedback in its projects. Your Company has made good progress in its customer management and marketing abilities through numerous targeted customer engagement programs and innovative digital campaigns.

Your Company has intensified its efforts to be at the forefront of sustainable development. 67% of the inventory launched in the financial year 2011-2012 was registered or certified as green, as compared to 26% in the financial year 2010-2011. Key achievements in this direction include numerous sustainable design certifications your Company received during the year. These include a LEED-Platinum pre-certification for Godrej One in Vikhroli, an IGBC Green Homes Platinum pre-certification for Godrej Platinum in Vikhroli, a LEED-Gold pre-certification for Godrej Genesis in Kolkata, an IGBC Green Homes Gold pre-certification for Godrej Platinum in Bengaluru and an IGBC Green Homes Silver pre-certification for Godrej Frontier in Gurgaon.

5. FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY:

Your Company will continue to focus on building scale through sourcing land in a capital efficient manner. The primary areas of focus of your Company for new business development will be major cities like Mumbai, NCR, Bengaluru, Pune, and Chennai. In the financial year 2010-

2011, your Company formed Godrej Project Development Private Limited (GPDPL) to focus on the opportunities available for redevelopment projects across Mumbai. GPDPL has signed two development agreements and will continue to actively explore suitable re-development opportunities which will be value accretive to your Company. Through strategic partnerships with leading construction firms, your Company is further strengthening its project execution capabilities across regions, and thereby endeavoring to ensure on-time delivery and high quality.

6. FIXED DEPOSITS:

Your Company has accepted fixed deposits for 12, 24 and 36 months tenure, respectively. During the financial year ended March 31, 2012, fixed deposits aggregating to Rs14,912.84 Lacs have been mobilized.

7. DEPOSITORY SYSTEM:

Your Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2012, 99.38% of the equity shares of your Company were held in demat form.

8. CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreements entered into by your Company with the BSE Limited and The National Stock Exchange of India Limited, a detailed Report on Corporate Governance together with a report on Management Discussion & Analysis is included in the Annual Report. The Auditors have certified the Company's compliance with the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the Report on Corporate Governance.

9. AWARDS & RECOGNITIONS:

Your Directors take pleasure in informing you that your Company was acknowledged with the following awards during the financial year ended March 31, 2012:

- Won the 'Best Emerging National Developer' and 'Best Residential Project- South' awards for the residential project 'Godrej Woodsman Estate'in Bangalore, at the 'Zee Business - RICS Real Estate Awards'.

- Voted amongst the Most Trusted Names in the Real Estate Industry

- India's Best Marketed Real Estate Company 2011 by 4Ps Business & Marketing (4Ps B&M) in association with ICMR.

- Selected amongst the 'Top Indian real estate companies' by STAR REALTY, 2011-12.

- 'Corporate Governance of the Year', 2011 award by Accommodation Times at the 26th National Real Estate Awards.

- Won the award for 'Asia's Most Admired Brand' in the Real Estate Sector at the Asian Leadership Awards 2011 for the marketing and branding initiatives carried out for its township project 'Godrej Garden City in Ahmadabad.

- Selected amongst 'India's Top 10 Builders' at the 6th Construction World Architect and Builder Awards 2011 for the 6th consecutive year.

- Won award for the 'Best Marketing Campaign of the Year' for Excellence in Branding and Marketing at the recently held 2nd CMO Asia awards in Singapore for an environmental awareness drive carried out at Godrej Prakriti, a residential project in Kolkata

- Emerged as one of the winners in the 'Tower Project of the Year' category at the inaugural Construction Week Awards 2011 for the residential projects in Mumbai.

- Selected as one of the top 200 Power Brands 2011- 12 of India after an extensive PAN India research conducted by ICMR.

- Won the 'Luxury Commercial Project of the year; award at the Property World Awards 2011 for its commercial project 'Godrej Waterside' located in Kolkata.

- Won the 'Commercial Project of the year' award at the EPC World Awards 2011 for its commercial project 'Godrej Waterside'located in Kolkata.

10. EMPLOYEES STOCK OPTION SCHEME:

As required in terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, the disclosure relating to Godrej Properties Limited Employee Stock Option Plan (GPL ESOP) is given in Annexure A (Part I) and the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme (GPL ESGS) is given in Annexure A (Part II).

11. SUBSIDIARY COMPANIES:

A. Subsidiaries' Accounts

During the year under review, Godrej Landmark Redevelopers Private Limited has been incorporated as subsidiary company of GPDPL, a wholly owned subsidiary of your Company. Accordingly, as at March 31, 2012, your Company had 14 subsidiaries, namely, Godrej Realty Private Limited, Godrej Waterside Properties Private Limited, Godrej Developers Private Limited, Godrej Real Estate Private Limited, Godrej Sea View Properties Private Limited, Happy Highrises Limited, Godrej Premium Builders Private Limited, Godrej Buildcon Private Limited, Godrej Garden City Properties Private Limited, Godrej Projects Development Private Limited, Godrej Nandhi Hills Project Private Limited, Godrej Buildwell Private Limited, Godrej Landmark Redevelopers Private Limited and Godrej Estate Developers Private Limited.

Pursuant to the General Circular No. 2/2011 dated February

8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors of your Company have given their consent for not attaching the balance sheets of all the subsidiaries of the Company along with the Annual Report of the Company. The Audited Consolidated Financial Statements of your Company along with the Auditors' Report have been annexed to this Annual Report.

The Company shall provide the copy of the annual accounts of the subsidiary companies and the related information to the members of the Company and also to the members of the subsidiary companies on their request. The annual accounts of the subsidiary companies will also be kept open for inspection by any members at the Registered Office of the Company and also at the Registered Office of the respective subsidiary companies.

B. Transfer of Stake

1. During the year under review, pursuant to the agreements entered into by your Company with SUN-Apollo India Real Estate Fund LLC acting through Madhavi SA Investments LLC and Madhavi Ventures Limited (the "Investors"), your Company transferred 49% of the equity share capital of Godrej Premium Builders Private Limited to the Investors for a consideration of Rs 18.30 Crores.

2. During the year under review, GPDPL, a wholly owned subsidiary of your Company, transferred 49% equity stake of its subsidiary Godrej Landmark Redevelopers Private Limited (a step down subsidiary of your Company) to ASK Trusteeship Services Private Limited (acting in its capacity as a trustee of ASK Real Estate Special Opportunities Fund) and ASK Investment Managers Private Limited (acting in its capacity as portfolio manager of its product called ASK PMS Real Estate Special Opportunities Portfolio I and on behalf of its clients in such product), in the ratio of 20:80 for a consideration of Rs 20.02 Crores.

C. Limited Liability Partnerships (LLPs)

During the year under review, your Company has executed an Admission Deed on December 16, 2011, for entering into as a partner in a limited liability partnership, namely, M/s. Mosiac Landmarks LLP, for development of a project located at Undri, Pune. The Company has made a capital contribution of Rs 11.00 Lacs in M/s. Mosiac Landmarks LLP.

Accordingly, as of March 31, 2012, your Company is a partner in the following LLPs:

1. Godrej Buildcorp LLP for the project located at Hyderabad.

2. Godrej Property Developers LLP for the project located at Thane (Mumbai).

3. Godrej Vikhroli Properties LLP for the project located at Vikhroli.

4. Mosiac Landmarks LLP for the project located at Undri, Pune.

D. Material Non-Listed Indian Subsidiary

Pursuant to Clause 49 of the Listing Agreement, if the turnover or net worth (i.e. paid up capital and free reserves) of any unlisted Indian subsidiary company exceeds 20% of the consolidated turnover or net worth respectively of the listed holding company and its subsidiaries in the immediately preceding accounting year; that subsidiary is termed as a ;Material Non-Listed Indian Subsidiary'. There is no material non-listed Indian subsidiary of your Company for the financial year 2011-2012.

12. AMENDMENTS IN THE OBJECTS OF THE INITIAL PUBLIC OFFERING IN RELATION TO UTILISATION OF ISSUE PROCEEDS:

In the last Annual General Meeting of your Company held on July 22, 2011, the Members hpad approved certain deviations/ amendments to the objects of the initial public offering, as disclosed on page 43 of the prospectus of your Company dated December 16, 2009 (the 'Prospectus'). Your Company received Rs 468.85 Crores as the issue proceeds (the 'Issue Proceeds"). The net Issue Proceeds, after deduction of the issue related expenses, were Rs 428.17 crores (the 'Net Proceeds').

[However there are further deviations in the utilization of the issue proceeds from the last approved schedule of deployment, and the details of the same are provided below:

a) Acquisition of land development rights for our forthcoming Projects:

As per the approval received from the Members in the Annual General Meeting held on July 22, 2011, your Company was required to utilize Rs 75 Crores in the financial year 2011-2012. Your Company has utilized Rs65.91 Crores out of Rs 75 crores in the financial year 2011-2012 for its project located at Ahmadabad.

In relation to the property located at Kalyan, your Company was required to pay an amount of Rs 20.00 Crores from the Net Proceeds, subject to the aggregation of the entire 160 acres of land at Kalyan. Whilst your Company had paid Rs 10.91 Crores in the financial year 2010-2011, it was required to utilize the balance amount of Rs 9.09 Crores during the financial year 2011-2012, subject to the aggregation of the balance land area. However, the said aggregation has not been completed during the financial year 2011- 2012. Accordingly, it is now proposed to pay the balance amount of Rs 9.09 Crores in the financial year 2012-2013, once the aggregation of such balance land is completed.

b) Construction of Forthcoming Project

In relation to the construction of commercial project located in Chandigarh, your Company was required to utilize an amount of Rs 12.70 Crores during the financial year 2011-2012. This amount has been utilized by your Company during the financial year 2011-2012.

c) Repayment of Loans

In terms of the approval of the Members in the Annual General Meeting held on July 22, 2011, an amount aggregating to Rs 51 Crores out of the Net Proceeds has been utilized by your Company for repayment of the working capital loan to State Bank of India.

In light of the abovementioned reasons, the approval of the Members of the Company is sought in the ensuing Annual General Meeting for amending the schedule of deployment and utilization of the Net Proceeds, as provided hereunder:

(Rs.in Crores)

Sr. Expenditure Total Items Amount Balance Proposed No. Estimated deployed till payable as on to be

Cost November November funded by 15, 2009 (as 15, 2009 (as internal mentioned in mentioned in the accruals the Prospectus) Prospectus)



1. Acquisition of land 444.82 152.50 292.332 Nil Development right for our Forthcoming project

2. Construction 100.84 22.82 78.02 Nil of our Forthcoming project

3. Repayment of loans 201.17 Nil 172.00 Nil

Total 746.83 175.32 542.34 Nil

Expenditure Amount Estimated schedule of items up to which deployment of Net proceeds Will be for financed from net proceeds

FY 2010 FY 2011 FY2012 FY2013

Acquisition 152.00 25.00 52.00 65.91* 9.09** of land development rights for our forthcoming projects

Construction 75.00 0.00 62.30 12.70 - of our Forthcoming project

Repayment of 201.17 150.17 0.00 51.00 - loans

Total 428.17 157.17 114.3 129.61 9.09

* It was stated that an amount of Rs 75.00 Crores shall be utilized in the fiscal year 2012. Now amended to state that Rs 65.91 Crores was utilized in fiscal year 2012.

** The amount of Rs 9.09 Crores which was not utilized during the fiscal year 2012 is proposed to be utilized during the fiscal year 2013.

Accordingly, the approval of the Members of the Company is also sought in the ensuing Annual General Meeting to amend the schedule of implementation of the Net Proceeds, as provided in the Prospectus (on page 43) as follows:

(Rs.in Crores)

1. Acquisition of land FY 2010 FY 2011 FY 2012 FY 2013 development rights for our 25.00 52.00 65.91 9.09 Forthcoming Projects

2. Construction of our Forthcoming Project 0.00 62.30 12.70 -

3. Repayment of loans 150.17 0.00 51.00 -

Total 175.17 114.3 129.61 9.09

13. DIRECTORS:

a) Cessation

Mr. Milind S. Korde resigned as Managing Director of the Company and ceased to be the Managing Director with effect from April 1, 2012. Consequently, he also ceased to be a Director of the Company with effect from the said date. The Board places on record its appreciation for the valuable services and guidance given by Mr. Milind S. Korde to the Company during his tenure as the Managing Director of the Company.

b) Appointment

The Board of Directors at the meeting held on January 19, 2012, appointed, subject to approval of the Members of the Company, Mr. Pirojsha Godrej as the Managing Director & Chief Executive Officer of the Company with effect from April 1, 2012.

Further, the Board of Directors at the meeting held on January 19, 2012, appointed Mr. V. Srinivasan as an Additional Director of the Company with effect from April 1, 2012 and also as an Executive Director of the Company with effect from the said date. The appointment of Mr. V. Srinivasan as an Executive Director of the Company is subject to approval of the Members of the Company at the ensuing Annual General Meeting.

c) Re-appointment

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, Mrs. Lalita D. Gupte, Mr. S. Narayan, Mr. Pranay D. Vakil and Dr. Pritam Singh, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

14. APPOINTMENT OF AUDITORS:

M/s. Kalyaniwalla & Mistry, Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Company has received a letter from M/s. Kalyaniwalla & Mistry to the effect that their re-appointment, if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified within the meaning of Section 226 of the Companies Act, 1956 for such re-appointment.

15. COMMITTEES OF DIRECTORS:

a) Reconstitution of Investors Grievance cum Share Transfer Committee:

During the year under review, the Investors' Grievance cum Share Transfer Committee was reconstituted on January 19, 2012 by appointing Mr. Pirojsha Godrej as a member in the said Committee. Mr. Milind S. Korde ceased to be a member of the Committee with effect from April 1, 2012. The Committee comprises of Mr. Adi B. Godrej - Chairman, Mr. Pirojsha Godrej - Managing Director & Chief Executive Officer and Mr. Amit B. Choudhury, Independent Director.

b) Securities Issuance Committee:

The Board of Directors through a circular resolution dated February 8, 2012 had formed the Securities

Issuance Committee for issuance, allotment and listing of the equity shares of the Company pursuant to an IPP in terms of Chapter VIII-A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended and for all other matters relating to the same.

The Committee comprises of Mr. Adi B. Godrej - Chairman, Mr. Pirojsha Godrej - Managing Director & Chief Executive Officer and Mr. Amit B. Choudhury, Independent Director.

16. ADDITIONAL INFORMATION:

a) In terms of the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Directors' Report and Accounts are being sent to all the Members of the Company, excluding the statement of particulars of the employee under Section 217(2A) of the Companies Act, 1956. In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under i.e. the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees as required to be set out in the annexure to the Directors' Report is available for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company.

b) Information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is provided hereunder:

(i) Conservation of Energy:

Expenses on account of energy are negligible.

(ii) Technology Absorption:

It is an on-going process.

(iii) Foreign Exchange Earnings and Outgo:

During the financial year 2011-12, expenditure in foreign currencies amounted to Rs 943.30 Lacs (Previous Year Rs 1,001.41 Lacs) on account of professional & consultation fees and expenses incurred for business promotion.

The Company has not earned any foreign exchange during the year.

c) Your Company has devised proper systems to ensure compliance with all applicable laws.

17. GREEN INITIATIVES IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs, Government of India, has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail ids of shareholders. We have accordingly arranged to send the soft copies of these documents to the e-mail ids of shareholders, wherever applicable. In case any of the shareholders would like to receive physical copies of these documents, the same shall be forwarded on written request to the Registrars M/s. Karvy Computershare Private Limited.

18. DIRECTORS' RESPONSIBILITY STATEMENT:

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

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2012 and of the profits of the Company for that year;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

19. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the state government, government agencies, banks, financial institutions, joint venture partners, customers, shareholders, fixed deposit holders, vendors and other related organizations, who through their continued support and co-operation, have helped, as partners, in your Company's progress. Your Directors also acknowledge the hard work, dedication and commitment of the employees.

For and on behalf of the Board of Directors

of Godrej Properties Limited

Place: Mumbai Adi B. Godrej

Date: May 5, 2012 Chairman

 
Subscribe now to get personal finance updates in your inbox!