Directors Report of Godrej Industries Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting this Thirty-Second (32^nd) Directors’ Report along with the Audited Financial Statements for the Financial Year ended March 31,2023.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company’s Standalone and Consolidated performance during the Financial Year 2022-23 as compared to that of the previous Financial Year 2021-22 is summarized below:

(Rs. in Crore)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	7,014.14	6,289.34	9,481.18	8,385.74
Profit Before Taxation & Exceptional Items	388.76	460.34	377.68	558.85
Less: Exceptional Expense	-	-	-	17.28
Profit Before Taxation (PBT)	388.76	460.34	377.68	541.57
Less: Tax Expense	85.12	100.13	82.32	122.42
Profit After Taxation (PAT)	303.64	360.21	295.36	419.15

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

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2022-23.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2022-23, the Animal Feed segment delivered continued volume growth of 6% year-on-year led by market share gains in Cattle Feed and Aqua Feed categories. Cattle Feed segment continued to record strong growth, cementing its leadership position through portfolio of new products launched over the last two years. However, feed industry faced multiple profitability headwinds during the year, including unfavourable Government interventions in input as well as output prices and limited pass-through of input cost inflation amid competitive pressure. Consequently, segment results declined by 24% year-on-year in the Financial Year 2022-23.

Crop Protection:

Standalone segment revenues recovered to '' 595.75 Crore in the Financial Year 2022-23 from '' 544.91 Crore in the Financial Year 202122. Your Company’s sales growth was led by in-house and in-licensed product portfolio. However, margin profile was impacted by lower volumes under plant growth regulators category, product rationalisation initiatives and elevated input costs. Entire industry faced margin pressure due to high level of channel inventories, aggressive pricing strategies and limited transmission of input cost inflation as focus shifted to collections. Standalone segment results declined by 26.7% year-on-year to '' 74.32 Crore in the Financial Year 2022-23 from ''101.37 Crore in the Financial Year 2021-22. The segment achieved substantial improvement in working capital position with strict focus on channel hygiene during the year.

Vegetable Oil:

Vegetable oil segment recorded another good year despite last year’s high base. Segment revenues increased to '' 1,298.49 Crore in the Financial Year 2022-23 from '' 1,264.75 Crore in the Financial Year 2021-22, while segment results increased to '' 249.11 Crore from '' 240.83 Crore. Modest performance in the Financial Year 2022-23 was driven by consistent volume growth coupled with further improvement in Oil Extraction Ratio. Average prices for crude palm oil and palm kernel oil fell by 11% year-on-year during the year under review, which constrained profitability growth.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a Statement containing the salient features of the Financial Statements of your Company’s Subsidiaries and Associates in Form AOC-1 is annexed to and forms a part of the Financial Statement. The Statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement, Audited Accounts of all the Subsidiaries and other documents attached thereto are available on your Company’s website www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company during the Financial Year 2022-23, as follows:

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

1. Godvet Agrochem Limited:

Godvet Agrochem Limited (“Godvet”) is a wholly-owned subsidiary of your Company.

During the Financial Year 2022-23, Godvet recorded Profit Before Tax of '' 0.99 Crore, as compared to Profit Before Tax of '' 1.14 Crore in the previous Financial Year 2021-22.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited (“Astec”) manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 18 (eighteen) countries. During the Financial Year 2022-23, Astec recorded Consolidated Total Income of '' 641.23 Crore as compared to '' 687.03 Crore in the previous Financial Year 2021-22. Profit Before Exceptional Items and Tax also declined to '' 34.95 Crore in Financial Year 2022-23 from '' 121.13 Crore in the previous Financial Year. Decline in Total Income and profitability in the Financial Year 2022-23 was attributed to unprecedented drop in volumes as well as realizations mainly in the second half of the year.

The shareholding of your Company in Astec as on March 31, 2023 was 64.77% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2022-23:

(i) Behram Chemicals Private Limited:

During the Financial Year 2022-23, Behram Chemicals Private Limited (“Behram”) reported a Profit Before Tax of t 0.11 Crore, as compared to Profit Before Tax of t 0.09 Crore during the previous Financial Year 2021-22.

The shareholding of Astec in Behram as on March 31,2023 was 65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2022-23, Comercializadora Agricola Agroastrachem Cia Ltda (“Comercializadora”), reported Nil Profit / Loss Before Tax as compared to Nil Profit / Loss during the previous Financial Year 2021-22.

Comercializadora is a wholly-owned subsidiary of Astec.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited (“CDPL”) is one of the leading private dairy companies in Southern India and its products are sold under the brand name ‘Godrej Jersey’.

During the Financial Year 2022-23, CDPL recorded a Total Income of '' 1,506.40 Crore, representing a year-on-year growth of 27.8%. The continued growth in Financial Year 2022-23 as compared to the previous Financial Year was led primarily by market share gains in value-added products, mainly curd, milk drinks and ghee. However, margin profile was impacted by continued rise in milk procurement costs and limited transmission through price hikes. As a result, CDPL reported a Loss Before Tax excluding Exceptional Items of ('' 56.27 Crore) in the current Financial Year 2022-23 vis-a-vis Loss of ('' 32.35 Crore) in the previous Financial Year.

The shareholding of your Company in CDPL as on March 31,2023 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited (“GTFL”) is engaged in the manufacturing of processed poultry and vegetarian products through its brands ‘Real Good Chicken’ and ‘Yummiez’. GTFL is also engaged in the sale of live birds in the market.

During the Financial Year 2022-23, GTFL recorded a Total Income of '' 1,004.93 Crore, representing a year-on-year growth of 27.9%. Growth in Total Income for the third consecutive year was a result of robust volume performance in branded segments - Real Good Chicken (RGC) and Yummiez. GTFL’s Profit Before Tax also recovered sharply to '' 13.20 Crore in the Financial Year 2022-23 from '' 3.03 Crore reported in the previous Financial Year.

Your Company currently holds a 51.00% equity stake in GTFL.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited (“GMPL”) is a wholly-owned subsidiary of your Company.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion.

During the Financial Year 2022-23, GMPL has reported a Loss Before Tax of ('' 4.70 Crore), as compared to a Loss Before Tax of ('' 9.77 Crore) in the previous Financial Year.

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

(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (“ACIGAVPL”) recorded Revenues of '' 1,946.70 Crore during the Financial Year 2022-23, as compared to '' 1,557.87 Crore during the Financial Year 2021-22.

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

The shareholding of your Company in ACIGAVPL as on March 31,2023 was 50% of the total Paid-up Equity Share Capital of ACIGAVPL.

(ii) Omnivore India Capital Trust:

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

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

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

Your Company held 24% equity stake in the Al Rahba International Trading Limited Liability Company (Al Rahba), an associate (with a 33.33% share in profits) as on March 31,2023, which has been liquidated as on the date of this Report.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2022-23, your Company had dual rating for its Commercial Paper Programme of t 1,000 Crore (Rupees One Thousand Crore Only) as follows:

1. Credit Rating by ICRA Limited: “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating); and

2. Credit Rating by CRISIL: “CRISIL A1 ” (pronounced as ‘CRISIL A one plus’ rating).

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of t 1,000 Crore (Rupees One Thousand Crore Only).

Moreover, your Company continues to enjoy long term rating of “ICRA AA’’ (pronounced as ‘ICRA double A’ for its t 68.25 Crore Bank limits / facilities and short-term rating of “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating) for its t 595 Crore Bank limits / facilities.

4. INFORMATION SYSTEMS:

In your Company, information is considered as an important business asset and Information Security recommendations are implemented to provide adequate security to critical information assets in the organization.

The industry’s best security solutions and tools are implemented to ensure zero trust security in endpoints, servers, networks and cloud infrastructure with 24x7 monitoring mechanism to ensure security and high uptime. Your Company has stringent cyber security policy and it is monitored and managed by competent professionals round the clock. For network security, your Company has a ZERO tolerance policy

and all critical applications are accessible through secure channels. The Disaster Recovery (DR) site is maintained for critical business applications and DR Drills are conducted as per audit recommendations, in order to ensure business continuity and compliance.

The digital transformation initiatives are in progress across businesses, which include deployment of web-based and mobile applications and automation of business processes using Robotic Process Automation in order to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Use of the latest technologies like Artificial Intelligence (AI) and Machine Learning (ML) & Predictive analytics is in place.

5. MANUFACTURING FACILITIES:

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

Animal Feed:

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

Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh) and Barabanki (Uttar Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oils:

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

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. Your Company also continued to focus on manpower productivity and efficiency during the Financial Year under review and hence drives various learning and development interventions in this regard, in line with the organizational objectives. Your Company is also committed to foster employee engagement and connect, while maintaining a safe and healthy workplace. Your Company has several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. As on March 31, 2023, the total number of permanent employees of the Company was 2,747.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2022-23 to which the Financial Statements relate and the date of the Directors’ Report (i.e., from April 1,2023 upto May 9, 2023). The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports upto the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2022-23:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2022-23 at the rate of 95% (Ninety Five per cent), i.e., t 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing Thirty-Second Annual General Meeting (“32^nd AGM”).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Friday, July 28, 2023 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2022, mandates that dividends paid or distributed by a Company after April 1,2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 32^nd AGM, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2022-23 is in accordance with the Company’s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is made available on the website of the Company and can be accessed on the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

B. Status of Final Dividend Declared for the Financial Year 2021-22:

The Company had declared a Final Dividend at the rate of 95%, i.e., t 9.50/- (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, at its 31^st (Thirty-First) Annual General Meeting held on July 29, 2022 for the Financial Year 2021-22, aggregating to t 182,55,20,798/- (Rupees One Hundred Eighty Two Crore Fifty Five Lakh Twenty Thousand Seven Hundred Ninety Eight Only).

As on March 31, 2023, t 182,52,80,024.50 (Rupees One Hundred Eighty Two Crore Fifty Two Lakh Eighty Thousand Twenty Four and Paise Fifty Only) was paid and t 2,40,773.50 (Rupees Two Lakh Forty Thousand Seven Hundred Seventy Three and Paise Fifty Only) is lying in the Unpaid Dividend Account for the said Financial Year 2021-22.

The Final Dividend declared and paid for the Financial Year 2021-22 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company’s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2022-23.

10. SHARE CAPITAL:

Your Company’s Equity Share Capital position as at the beginning of the Financial Year 2022-23 (i.e., as on April 1,2022) and as at the end of the said Financial Year (i.e., as on March 31, 2023) was as follows:

Category of Share Capital		Authorized Share Capital				Issued, Subscribed & Paid-up Share Capital
		No. of Shares	Face Value Per Share (?)	Total Amount (?)		No. of Shares	Face Value Per Share (?)	Total Amount (?)
As on April 1,2022:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,12,960	10	192,11,29,600
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,12,960	10	192,11,29,600
As on March 31,2023:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,60,890	10	192,16,08,900
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,60,890	10	192,16,08,900

During the Financial Year 2022-23, your Company has allotted 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares of Face Value of t 10/- (Rupees Ten Only) each under the Godrej Agrovet Limited - Employees Stock Grant Scheme 2018 (“ESGS 2018”), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors administers, the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 (“ESGS 2018”), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company www.godreiagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2022-23.

Your Company has received an Annual certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that, during the Financial Year 2022-23, ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the

Shareholders. Any request for inspection of the said Certificate may please be sent to [email protected].

The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been made available on the website of the Company, viz., www.godreiagrovet.com.

12. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2022-23.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a)	Accepted during the Financial Year 2022-23		Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2022-23		Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the Financial Year 2022-23 and if so, number of such cases and total amount involved -
	(i) At the beginning of the year		Nil
	(ii) Maximum during the year		Nil
	(iii) At the end of the year		Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013		Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited (“GIL”), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2023, the shareholding of GIL in your Company was 12,47,14,957 (Twelve Crore Forty Seven Lakh Fourteen Thousand Nine Hundred and Fifty-Seven) Equity Shares of Face Value of ? 10/- (Rupees Ten Only) each, aggregating to 64.90% of the Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2022-23, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2022-23:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 64.77% of the Equity Share Capital as on March 31, 2023.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2023

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

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.91% as on March 31,2023 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2023, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

vi. Godrej Tyson Foods Limited:

Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.00% as on March 31,2023

vii. Godrej Maxximilk Private Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

15. JOINT VENTURE COMPANY:

During the Financial Year 2022-23, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

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

16. ASSOCIATE COMPANY:

During the Financial Year 2022-23, no company has become or ceased to be an Associate Company of your Company.

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

Your Company held 24% shareholding and 33.33% profit share in Al Rahba International Trading LLC, Abu Dhabi, United Arab Emirates (UAE) as on March 31,2023, which has been liquidated as on the date of this Report.

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2022-23, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2022-23.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2022-23, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2022-23, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2022-23 is being placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports.

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31,2023:

1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Jamshyd N. Godrej	Non-Executive & Non-Independent Director
3.	Ms. Tanya A. Dubash	Non-Executive & Non-Independent Director
4.	Ms. Nisaba Godrej	Non-Executive & Non-Independent Director
5.	Mr. Pirojsha Godrej	Non-Executive & Non-Independent Director
6.	Mr. Burjis Godrej	Executive Director
7.	Mr. Balram S. Yadav	Managing Director
8.	Dr. Ritu Anand	Independent Director

9.	Ms. Aditi Kothari Desai	Independent Director
10.	Ms. Roopa Purushothaman	Independent Director
11.	Mr. Natarajan Srinivasan	Independent Director
12.	Mr. Kannan Sitaram	Independent Director
13.	Dr. Ashok Gulati	Independent Director
14.	Ms. Ritu Verma	Independent Director

The following changes have taken place in the Directors of your Company during the Financial Year 2022-23 and till the date of this Report:
Name of Director	Date & Particulars of Change
Dr. Raghunath A. Mashelkar	Dr. Raghunath A. Mashelkar ceased to be the Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, on account of expiry of term of 5 (Five) years.
Ms. Natarajan Srinivasan	The first term of appointment of Mr. Natarajan Srinivasan as an “Independent Director” of the Company was liable to come to an end on July 17, 2022. Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors through a Resolution passed on May 28, 2022, had approved and recommended to the Shareholders, the re-appointment of Mr. Natarajan Srinivasan as an “Independent Director”, to hold office for a second term of 5 (Five) years i.e., w.e.f. July 18, 2022 upto July 17, 2027. Accordingly, the Shareholders of the Company by passing a Special Resolution through Postal Ballot (whose results were declared on July 4, 2022), approved the said re-appointment for a second term of 5 (Five) years, i.e., w.e.f. July 18, 2022 upto July 18, 2027.
Mr. Nadir B. Godrej Ms. Nisaba Godrej	In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Nadir B. Godrej and Ms. Nisaba Godrej, Non-Executive & Non-Independent Directors, were liable for retire by rotation at the 31st (Thirty-First) Annual General Meeting (AGM) of the Company on July 29, 2022 and being eligible and having offered themselves for re-appointment, were re-appointed at the said AGM.
Mr. Burjis Godrej	Mr. Burjis Godrej was appointed as an “Executive Director” by the Board of Directors of the Company at its Meeting held on February 4, 2022, to hold office for a term of 5 (Five) years commencing from November 1, 2022 upto October 31, 2027, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Mr. Balram S. Yadav	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 9, 2022, had approved the re-appointment of Mr. Balram S. Yadav as the “Managing Director” of the Company, for further period commencing from September 1, 2022 upto April 30, 2025, subject to the approval of the Shareholders at the 31st (Thirty-First) Annual General Meeting of the Company. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Ms. Ritu Verma	Ms. Ritu Verma was appointed as an “Additional Director” (Non-Executive & Independent) by the Board of Directors through a Resolution passed by Circulation on January 28, 2023, to hold office for a term of 5 (Five) years commencing from January 27, 2023 upto January 26, 2028, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed through Postal Ballot which concluded on March 4, 2023.
Ms. Tanya A. Dubash Mr. Jamshyd N. Godrej	Ms. Tanya A. Dubash [Director Identification Number (DIN): 00026028)], Non-Executive, NonIndependent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company and being eligible, has offered herself for reappointment, as a “Director” of the Company.
	Mr. Jamshyd N. Godrej (DIN: 00076250), Non-Executive & Non-Independent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment, with the continuation of such directorship being subject to the fulfilment of requirements under applicable laws, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2022-23.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2022-23:

1. Mr. Balram S. Yadav - Managing Director;

2. Mr. Burjis Godrej, Executive Director;

3. Mr. S. Varadaraj - Chief Financial Officer & Head - Legal & IT;

4. Mr. Vivek Raizada - Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

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

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2023, the following Directors on your Company’s Board were Independent Directors:

1.	Dr. Ritu Anand	Independent Director
2.	Ms. Aditi Kothari Desai	Independent Director
3.	Ms. Roopa Purushothaman	Independent Director
4.	Mr. Natarajan Srinivasan	Independent Director
5.	Mr. Kannan Sitaram	Independent Director
6.	Dr. Ashok Gulati	Independent Director
7.	Ms. Ritu Verma	Independent Director

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 9, 2023.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company’s website at https://www.godreiagrovet.com/sustainability/codes-and-policies.

The abovementioned criteria are reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company’s business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising his / her duties;

iii. exercise his/her responsibilities in a bona fide manner in the interest of the Company;

iv. devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

v. not allow any extraneous considerations that will vitiate his/her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board of Directors in its decision-making;

vi. not abuse his / her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

vii. refrain from any action that would lead to loss of his/her independence;

viii. where circumstances arise which make an Independent Director lose his / her independence, the Independent Director must immediately inform the Board accordingly;

ix. assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2022-23 are available on the website of the Company and can be accessed through the web-link https://www.godreiagrovet.com/investors/ compliance.

In opinion of the Board of Directors of your Company, the following Independent Directors of the Company, who have been appointed / re-appointed during the Financial Year 2022-23, possess the requisite integrity, expertise, and experience:

Sr. No.	Name of the Director	Term of 5 (Five) years for Appointment / Re-appointment
		From	To
1.	Mr. Natarajan Srinivasan	July 18, 2022	July 17, 2027
2.	Ms. Ritu Verma	January 27, 2023	January 26, 2028

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

The status of Proficiency Test of the Independent Directors conducted by IICA are as follows:

Sr. No.	Name of the Independent Director	Status of clearing the Proficiency Test
1.	Dr. Ritu Anand	Exempted
2.	Ms. Aditi Kothari Desai	Passed
3.	Ms. Roopa Purushothaman	Passed
4.	Mr. Natarajan Srinivasan	Exempted
5.	Mr. Kannan Sitaram	Exempted
6.	Dr. Ashok Gulati	Exempted
7.	Ms. Ritu Verma	Will appear

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

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

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Natarajan Srinivasan	Chairman, Non-Executive & Independent Director
2.	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3.	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

There were 4 (Four) Meetings of the Audit Committee held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2022-23, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. He has attended the Meetings of the Audit Committee held during the Financial Year 2022-23.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There was 1 (One) Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Nomination and Remuneration Committee. He has attended the Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23.

29. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders’ Relationship Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23 (i.e., on November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Stakeholders’ Relationship Committee. He has attended the Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ashok Gulati (#)	Chairman, Non-Executive & Independent Director
2.	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Balram S. Yadav	Member, Managing Director
4.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

(*) Dr. Raghunath A. Mashelkar ceased to be a Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, due to expiry of his term of 5 (Five) Years and consequently ceased to be the Chairman of the Corporate Social Responsibility Committee.

(#) Dr. Ashok Gulati, Independent Director has been inducted as the Chairman of Corporate Social Responsibility Committee with effect from August 10, 2022.

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022 and November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the CSR Committee. He has attended the Meetings of the CSR Committee held during the Financial Year 2022-23.

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group’s ‘Good & Green’ vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group’s Good & Green goals and have helped us carve out a reputation for being one of the most committed and responsible companies in the industry.

The CSR Policy of your Company is available on your Company’s website and can be accessed through the web-link https://www.godrejagrovet.com/sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2022-23, your Company was required to spend ? 7.85 Crore towards CSR Activities in terms of the mandatory provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, while the actual CSR spending for the year was ? 8.01 Crore. Thus, the mandatory amount for the Financial Year 2022-23 has been fully spent by the Company.

An amount of ? 0.09 Crore which remained unspent from your Company’s planned CSR budget and which is attributable to ongoing projects, has been transferred by the Company to Unspent CSR Account as on date.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2022-23 is annexed herewith as “Annexure - A”.

31. RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2022-23 (i.e., on July 29, 2022 & January 24, 2023).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

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

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

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

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

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

32. Managing Committee:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 10 (Ten) times during the Financial Year 2022-23, (i.e., on April 18, 2022, May 9, 2022, June 3, 2022, July 11, 2022, July 29, 2022, September 2, 2022, November 4, 2022, December 21, 2022, February 8, 2023 and March 20, 2023).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. Meeting of Independent Directors:

The Independent Directors met once during the Financial Year 2022-23, i.e., on May 9, 2022, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

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

34. Vigil Mechanism:

Your Company has adopted a Whistle Blower Policy (“Policy”) as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company’s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ‘Whistle Blowing Officer’ and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy. To support its people to overcome their ethical dilemmas and raise an ethical concern freely “Speak-up” was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors, distributors and consultants to easily raise their ethical concerns in any of the following ways:

Log on to the web portal

• Dial the hotline number Write to the Ethics E-mail id

• Reach out to the Whistle Blowing Officer

While raising a concern, the person can choose to remain anonymous. “Speak-up” ensures to maintain confidentiality for genuine concerns. The Audit Committee reviews reports made under this Policy and implements corrective actions, wherever necessary.

35. PERFORMANCE EVALUATION:

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

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

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

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

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

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

The Company has complied with the provisions relating to the constitution of ICCs under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31,2023:

1.	Ms. Neeyati Shah	Chairperson
2.	Mr. S. Varadaraj	Member
3.	Mr. Rahul Gama	Member
4.	Ms. Varsha Patankar	Member
5.	Mr. Deep Banerjee	Member
6.	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace (“POSH Policy”) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 1 (One) complaint under the POSH Policy during the Financial Year 2022-23 which has been resolved as on March 31, 2023.

37. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2022-23 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.

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

During the Financial Year 2022-23:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 57 of the Standalone Financial Statements, forming part of the Annual Report.

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2022-23, were on arm’s length basis and in the ordinary course of business.

During the Financial Year 2022-23, the Company has obtained approvals for entering into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm’s length price:

(i) Approval for entering into a transaction of purchase / direct transfer to a third party, a land admeasuring 71 Cents, situated at Ambattur, Tamil Nadu of Godrej and Boyce Manufacturing Company Limited (“G&B”);

(ii) Approval for payment of remuneration to Mr. Burjis Godrej, proposed Executive Director, a Related Party in terms of the provisions of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2022-23;

(iii) Approval for the transaction of sale of residential flat owned by the Company to Mr. Anurag Roy, Chief Executive Officer & Whole Time Director of Astec LifeSciences Limited, Subsidiary Company.

40. FRAUD REPORTING:

During the Financial Year 2022-23, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

41. INTERNAL FINANCIAL CONTROLS:

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

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

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

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm’s length basis, entered into with an intent to further the Company’s interests.

43. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2023) and of the profit and loss of the Company for that period (i.e., the Financial Year 2022-23);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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

44. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a detailed report on Corporate Governance forms a part of the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the “Secretarial Auditors” of your Company, have certified your Company’s compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

45. STATUTORY AUDITORS:

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 had recommended to the Shareholders the re-appointment of BSR & Co. LLP, Chartered Accountants, as the “Statutory Auditors” of the Company, for a second term of 5 (Five) years, to hold office from the conclusion of the 31^st (Thirty First) Annual General Meeting (“AGM”) till the conclusion of the 36^th (Thirty Sixth) AGM.

The Shareholders of the company at its 31^st (Thirty-First) AGM held on July 29, 2022 had approved the re-appointment of BSR & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) as the “Statutory Auditors” of the Company, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, to hold office for a second term of 5 (Five) years, i.e., from the conclusion of the 31^st (Thirty First) AGM, till the conclusion of the 36^th (Thirty Sixth) AGM.

46. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) were appointed by the Board of Directors at its Meeting held on May 9, 2022, as the “Cost Auditors” of the Company for the Financial Year 2022-23, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company at their 31^st Annual General Meeting (“AGM”) held on July 29, 2022, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2022-23, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai have been re-appointed by the Board of Directors, at its Meeting held on May 9, 2023, as the “Cost Auditors” of the Company for the Financial Year 2023-24, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 32^nd Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

47. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company, at its Meeting held on May 9, 2022, had appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2022-23 is annexed as “Annexure - B” to this Board’s Report.

The Board of Directors of your Company at its Meeting held on May 9, 2023, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.: P2014MH037400), who have provided their consent and confirmed their eligibility to act as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

48. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY:

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2022-23 of Creamline Dairy Products Limited (“CDPL”), an Unlisted Material Subsidiary of your Company, is annexed as “Annexure - C” to this Board’s Report.

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

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors’ Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 2022-23.

Except as stated below, there are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2022-23:

The Stock Exchanges had sought a clarification from the Company in February 2023 in relation to Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), regarding the composition of the Board, stating that half of the Board was not independent on November 1, 2022. In this connection, the Company has clarified that subsequent to Mr. Burjis Godrej joining the Board as an “Executive Director” with effect from November 1,2022, the Company has appointed Ms. Ritu Verma as an “Independent Director” with effect from January 27, 2023 [for a term of 5 (Five) years, i.e., upto January 26, 2028], thus reinstating the required optimal 50%-50% balance between Independent Directors and Non-Independent Directors, within a period of 3 (three) months as provided under Regulation 25(6) of the Listing Regulations. While the Company has duly deposited the penalty levied by the Stock Exchanges, the Company has also made an application for waiver of penalty amount, which is in process as on the date of this Report.

There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2021-22, which was received and noted during the Financial Year 2022-23. The Cost Audit Report for the Financial Year 2022-23 will be received in due course.

50. LISTING FEES:

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

51. DEPOSITORY SYSTEM:

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CdSL is INE850D01014.

52. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company’s success and growth.

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

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the “Annexure - D” to this Directors’ Report.

54. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company’s website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies. pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

The key policies that have been adopted by your Company are as follows:

1.	Risk Management Policy	The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in place an adequate risk management infrastructure capable of addressing these risks. In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2.	Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company’s strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.

3.	Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c) and Regulation 24 of the Listing Regulations. As on March 31, 2023, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5.	Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7.	Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for Prevention of Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.

13.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information (“UPSI”) without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company’s securities. In general, this Policy aims to maintain the uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.
14.	Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2022-23.
15.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17.	Human Rights Policy	Your Company has in place, a Human Rights Policy which demonstrates your Company’s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

55. SECRETARIAL STANDARDS:

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

56. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company has prepared its Business Responsibility & Sustainability Report (BRSR) for the Financial Year 2022-23, in accordance with the Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR seeks disclosures from listed entities on their performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct (NGBRCs) and reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis.

57. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2022-23 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as “Annexure - E” to this Report.

58. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (1ST) to 5.00 p.m. (1ST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 32^nd (Thirty-Second) Annual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and / or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

59. ADDITIONAL INFORMATION:

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

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

The Audited Annual Financial Statements and related information of the Company’s Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at [email protected].

The Subsidiary Companies’ Financial Statements are also available on the Company’s website https://www.godreiagrovet.com/investors/annual-reports. pursuant to the provisions of Section 136 of the Companies Act, 2013.

60. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

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

61. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2022-23, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual Report.

62. CAUTIONARY STATEMENT:

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

63. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

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

Sd/-

Nadir B. Godrej Chairman (DIN: 00066195)

Date: May 9, 2023 Place: Mumbai

---

Mar 31, 2023

Your Directors have pleasure in presenting this Thirty-Second (32^nd) Directors’ Report along with the Audited Financial Statements for the Financial Year ended March 31,2023.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company’s Standalone and Consolidated performance during the Financial Year 2022-23 as compared to that of the previous Financial Year 2021-22 is summarized below:

(Rs. in Crore)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	7,014.14	6,289.34	9,481.18	8,385.74
Profit Before Taxation & Exceptional Items	388.76	460.34	377.68	558.85
Less: Exceptional Expense	-	-	-	17.28
Profit Before Taxation (PBT)	388.76	460.34	377.68	541.57
Less: Tax Expense	85.12	100.13	82.32	122.42
Profit After Taxation (PAT)	303.64	360.21	295.36	419.15

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

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2022-23.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2022-23, the Animal Feed segment delivered continued volume growth of 6% year-on-year led by market share gains in Cattle Feed and Aqua Feed categories. Cattle Feed segment continued to record strong growth, cementing its leadership position through portfolio of new products launched over the last two years. However, feed industry faced multiple profitability headwinds during the year, including unfavourable Government interventions in input as well as output prices and limited pass-through of input cost inflation amid competitive pressure. Consequently, segment results declined by 24% year-on-year in the Financial Year 2022-23.

Crop Protection:

Standalone segment revenues recovered to '' 595.75 Crore in the Financial Year 2022-23 from '' 544.91 Crore in the Financial Year 202122. Your Company’s sales growth was led by in-house and in-licensed product portfolio. However, margin profile was impacted by lower volumes under plant growth regulators category, product rationalisation initiatives and elevated input costs. Entire industry faced margin pressure due to high level of channel inventories, aggressive pricing strategies and limited transmission of input cost inflation as focus shifted to collections. Standalone segment results declined by 26.7% year-on-year to '' 74.32 Crore in the Financial Year 2022-23 from ''101.37 Crore in the Financial Year 2021-22. The segment achieved substantial improvement in working capital position with strict focus on channel hygiene during the year.

Vegetable Oil:

Vegetable oil segment recorded another good year despite last year’s high base. Segment revenues increased to '' 1,298.49 Crore in the Financial Year 2022-23 from '' 1,264.75 Crore in the Financial Year 2021-22, while segment results increased to '' 249.11 Crore from '' 240.83 Crore. Modest performance in the Financial Year 2022-23 was driven by consistent volume growth coupled with further improvement in Oil Extraction Ratio. Average prices for crude palm oil and palm kernel oil fell by 11% year-on-year during the year under review, which constrained profitability growth.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a Statement containing the salient features of the Financial Statements of your Company’s Subsidiaries and Associates in Form AOC-1 is annexed to and forms a part of the Financial Statement. The Statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement, Audited Accounts of all the Subsidiaries and other documents attached thereto are available on your Company’s website www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company during the Financial Year 2022-23, as follows:

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

1. Godvet Agrochem Limited:

Godvet Agrochem Limited (“Godvet”) is a wholly-owned subsidiary of your Company.

During the Financial Year 2022-23, Godvet recorded Profit Before Tax of '' 0.99 Crore, as compared to Profit Before Tax of '' 1.14 Crore in the previous Financial Year 2021-22.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited (“Astec”) manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 18 (eighteen) countries. During the Financial Year 2022-23, Astec recorded Consolidated Total Income of '' 641.23 Crore as compared to '' 687.03 Crore in the previous Financial Year 2021-22. Profit Before Exceptional Items and Tax also declined to '' 34.95 Crore in Financial Year 2022-23 from '' 121.13 Crore in the previous Financial Year. Decline in Total Income and profitability in the Financial Year 2022-23 was attributed to unprecedented drop in volumes as well as realizations mainly in the second half of the year.

The shareholding of your Company in Astec as on March 31, 2023 was 64.77% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2022-23:

(i) Behram Chemicals Private Limited:

During the Financial Year 2022-23, Behram Chemicals Private Limited (“Behram”) reported a Profit Before Tax of t 0.11 Crore, as compared to Profit Before Tax of t 0.09 Crore during the previous Financial Year 2021-22.

The shareholding of Astec in Behram as on March 31,2023 was 65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2022-23, Comercializadora Agricola Agroastrachem Cia Ltda (“Comercializadora”), reported Nil Profit / Loss Before Tax as compared to Nil Profit / Loss during the previous Financial Year 2021-22.

Comercializadora is a wholly-owned subsidiary of Astec.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited (“CDPL”) is one of the leading private dairy companies in Southern India and its products are sold under the brand name ‘Godrej Jersey’.

During the Financial Year 2022-23, CDPL recorded a Total Income of '' 1,506.40 Crore, representing a year-on-year growth of 27.8%. The continued growth in Financial Year 2022-23 as compared to the previous Financial Year was led primarily by market share gains in value-added products, mainly curd, milk drinks and ghee. However, margin profile was impacted by continued rise in milk procurement costs and limited transmission through price hikes. As a result, CDPL reported a Loss Before Tax excluding Exceptional Items of ('' 56.27 Crore) in the current Financial Year 2022-23 vis-a-vis Loss of ('' 32.35 Crore) in the previous Financial Year.

The shareholding of your Company in CDPL as on March 31,2023 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited (“GTFL”) is engaged in the manufacturing of processed poultry and vegetarian products through its brands ‘Real Good Chicken’ and ‘Yummiez’. GTFL is also engaged in the sale of live birds in the market.

During the Financial Year 2022-23, GTFL recorded a Total Income of '' 1,004.93 Crore, representing a year-on-year growth of 27.9%. Growth in Total Income for the third consecutive year was a result of robust volume performance in branded segments - Real Good Chicken (RGC) and Yummiez. GTFL’s Profit Before Tax also recovered sharply to '' 13.20 Crore in the Financial Year 2022-23 from '' 3.03 Crore reported in the previous Financial Year.

Your Company currently holds a 51.00% equity stake in GTFL.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited (“GMPL”) is a wholly-owned subsidiary of your Company.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion.

During the Financial Year 2022-23, GMPL has reported a Loss Before Tax of ('' 4.70 Crore), as compared to a Loss Before Tax of ('' 9.77 Crore) in the previous Financial Year.

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

(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (“ACIGAVPL”) recorded Revenues of '' 1,946.70 Crore during the Financial Year 2022-23, as compared to '' 1,557.87 Crore during the Financial Year 2021-22.

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

The shareholding of your Company in ACIGAVPL as on March 31,2023 was 50% of the total Paid-up Equity Share Capital of ACIGAVPL.

(ii) Omnivore India Capital Trust:

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

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

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

Your Company held 24% equity stake in the Al Rahba International Trading Limited Liability Company (Al Rahba), an associate (with a 33.33% share in profits) as on March 31,2023, which has been liquidated as on the date of this Report.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2022-23, your Company had dual rating for its Commercial Paper Programme of t 1,000 Crore (Rupees One Thousand Crore Only) as follows:

1. Credit Rating by ICRA Limited: “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating); and

2. Credit Rating by CRISIL: “CRISIL A1 ” (pronounced as ‘CRISIL A one plus’ rating).

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of t 1,000 Crore (Rupees One Thousand Crore Only).

Moreover, your Company continues to enjoy long term rating of “ICRA AA’’ (pronounced as ‘ICRA double A’ for its t 68.25 Crore Bank limits / facilities and short-term rating of “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating) for its t 595 Crore Bank limits / facilities.

4. INFORMATION SYSTEMS:

In your Company, information is considered as an important business asset and Information Security recommendations are implemented to provide adequate security to critical information assets in the organization.

The industry’s best security solutions and tools are implemented to ensure zero trust security in endpoints, servers, networks and cloud infrastructure with 24x7 monitoring mechanism to ensure security and high uptime. Your Company has stringent cyber security policy and it is monitored and managed by competent professionals round the clock. For network security, your Company has a ZERO tolerance policy

and all critical applications are accessible through secure channels. The Disaster Recovery (DR) site is maintained for critical business applications and DR Drills are conducted as per audit recommendations, in order to ensure business continuity and compliance.

The digital transformation initiatives are in progress across businesses, which include deployment of web-based and mobile applications and automation of business processes using Robotic Process Automation in order to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Use of the latest technologies like Artificial Intelligence (AI) and Machine Learning (ML) & Predictive analytics is in place.

5. MANUFACTURING FACILITIES:

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

Animal Feed:

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

Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh) and Barabanki (Uttar Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oils:

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

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. Your Company also continued to focus on manpower productivity and efficiency during the Financial Year under review and hence drives various learning and development interventions in this regard, in line with the organizational objectives. Your Company is also committed to foster employee engagement and connect, while maintaining a safe and healthy workplace. Your Company has several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. As on March 31, 2023, the total number of permanent employees of the Company was 2,747.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2022-23 to which the Financial Statements relate and the date of the Directors’ Report (i.e., from April 1,2023 upto May 9, 2023). The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports upto the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2022-23:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2022-23 at the rate of 95% (Ninety Five per cent), i.e., t 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing Thirty-Second Annual General Meeting (“32^nd AGM”).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Friday, July 28, 2023 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2022, mandates that dividends paid or distributed by a Company after April 1,2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 32^nd AGM, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2022-23 is in accordance with the Company’s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is made available on the website of the Company and can be accessed on the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

B. Status of Final Dividend Declared for the Financial Year 2021-22:

The Company had declared a Final Dividend at the rate of 95%, i.e., t 9.50/- (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, at its 31^st (Thirty-First) Annual General Meeting held on July 29, 2022 for the Financial Year 2021-22, aggregating to t 182,55,20,798/- (Rupees One Hundred Eighty Two Crore Fifty Five Lakh Twenty Thousand Seven Hundred Ninety Eight Only).

As on March 31, 2023, t 182,52,80,024.50 (Rupees One Hundred Eighty Two Crore Fifty Two Lakh Eighty Thousand Twenty Four and Paise Fifty Only) was paid and t 2,40,773.50 (Rupees Two Lakh Forty Thousand Seven Hundred Seventy Three and Paise Fifty Only) is lying in the Unpaid Dividend Account for the said Financial Year 2021-22.

The Final Dividend declared and paid for the Financial Year 2021-22 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company’s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2022-23.

10. SHARE CAPITAL:

Your Company’s Equity Share Capital position as at the beginning of the Financial Year 2022-23 (i.e., as on April 1,2022) and as at the end of the said Financial Year (i.e., as on March 31, 2023) was as follows:

Category of Share Capital		Authorized Share Capital				Issued, Subscribed & Paid-up Share Capital
		No. of Shares	Face Value Per Share (?)	Total Amount (?)		No. of Shares	Face Value Per Share (?)	Total Amount (?)
As on April 1,2022:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,12,960	10	192,11,29,600
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,12,960	10	192,11,29,600
As on March 31,2023:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,60,890	10	192,16,08,900
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,60,890	10	192,16,08,900

During the Financial Year 2022-23, your Company has allotted 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares of Face Value of t 10/- (Rupees Ten Only) each under the Godrej Agrovet Limited - Employees Stock Grant Scheme 2018 (“ESGS 2018”), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors administers, the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 (“ESGS 2018”), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company www.godreiagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2022-23.

Your Company has received an Annual certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that, during the Financial Year 2022-23, ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the

Shareholders. Any request for inspection of the said Certificate may please be sent to [email protected].

The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been made available on the website of the Company, viz., www.godreiagrovet.com.

12. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2022-23.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a)	Accepted during the Financial Year 2022-23		Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2022-23		Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the Financial Year 2022-23 and if so, number of such cases and total amount involved -
	(i) At the beginning of the year		Nil
	(ii) Maximum during the year		Nil
	(iii) At the end of the year		Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013		Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited (“GIL”), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2023, the shareholding of GIL in your Company was 12,47,14,957 (Twelve Crore Forty Seven Lakh Fourteen Thousand Nine Hundred and Fifty-Seven) Equity Shares of Face Value of ? 10/- (Rupees Ten Only) each, aggregating to 64.90% of the Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2022-23, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2022-23:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 64.77% of the Equity Share Capital as on March 31, 2023.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2023

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

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.91% as on March 31,2023 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2023, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

vi. Godrej Tyson Foods Limited:

Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.00% as on March 31,2023

vii. Godrej Maxximilk Private Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

15. JOINT VENTURE COMPANY:

During the Financial Year 2022-23, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

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

16. ASSOCIATE COMPANY:

During the Financial Year 2022-23, no company has become or ceased to be an Associate Company of your Company.

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

Your Company held 24% shareholding and 33.33% profit share in Al Rahba International Trading LLC, Abu Dhabi, United Arab Emirates (UAE) as on March 31,2023, which has been liquidated as on the date of this Report.

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2022-23, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2022-23.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2022-23, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2022-23, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2022-23 is being placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports.

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31,2023:

1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Jamshyd N. Godrej	Non-Executive & Non-Independent Director
3.	Ms. Tanya A. Dubash	Non-Executive & Non-Independent Director
4.	Ms. Nisaba Godrej	Non-Executive & Non-Independent Director
5.	Mr. Pirojsha Godrej	Non-Executive & Non-Independent Director
6.	Mr. Burjis Godrej	Executive Director
7.	Mr. Balram S. Yadav	Managing Director
8.	Dr. Ritu Anand	Independent Director

9.	Ms. Aditi Kothari Desai	Independent Director
10.	Ms. Roopa Purushothaman	Independent Director
11.	Mr. Natarajan Srinivasan	Independent Director
12.	Mr. Kannan Sitaram	Independent Director
13.	Dr. Ashok Gulati	Independent Director
14.	Ms. Ritu Verma	Independent Director

The following changes have taken place in the Directors of your Company during the Financial Year 2022-23 and till the date of this Report:
Name of Director	Date & Particulars of Change
Dr. Raghunath A. Mashelkar	Dr. Raghunath A. Mashelkar ceased to be the Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, on account of expiry of term of 5 (Five) years.
Ms. Natarajan Srinivasan	The first term of appointment of Mr. Natarajan Srinivasan as an “Independent Director” of the Company was liable to come to an end on July 17, 2022. Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors through a Resolution passed on May 28, 2022, had approved and recommended to the Shareholders, the re-appointment of Mr. Natarajan Srinivasan as an “Independent Director”, to hold office for a second term of 5 (Five) years i.e., w.e.f. July 18, 2022 upto July 17, 2027. Accordingly, the Shareholders of the Company by passing a Special Resolution through Postal Ballot (whose results were declared on July 4, 2022), approved the said re-appointment for a second term of 5 (Five) years, i.e., w.e.f. July 18, 2022 upto July 18, 2027.
Mr. Nadir B. Godrej Ms. Nisaba Godrej	In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Nadir B. Godrej and Ms. Nisaba Godrej, Non-Executive & Non-Independent Directors, were liable for retire by rotation at the 31st (Thirty-First) Annual General Meeting (AGM) of the Company on July 29, 2022 and being eligible and having offered themselves for re-appointment, were re-appointed at the said AGM.
Mr. Burjis Godrej	Mr. Burjis Godrej was appointed as an “Executive Director” by the Board of Directors of the Company at its Meeting held on February 4, 2022, to hold office for a term of 5 (Five) years commencing from November 1, 2022 upto October 31, 2027, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Mr. Balram S. Yadav	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 9, 2022, had approved the re-appointment of Mr. Balram S. Yadav as the “Managing Director” of the Company, for further period commencing from September 1, 2022 upto April 30, 2025, subject to the approval of the Shareholders at the 31st (Thirty-First) Annual General Meeting of the Company. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Ms. Ritu Verma	Ms. Ritu Verma was appointed as an “Additional Director” (Non-Executive & Independent) by the Board of Directors through a Resolution passed by Circulation on January 28, 2023, to hold office for a term of 5 (Five) years commencing from January 27, 2023 upto January 26, 2028, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed through Postal Ballot which concluded on March 4, 2023.
Ms. Tanya A. Dubash Mr. Jamshyd N. Godrej	Ms. Tanya A. Dubash [Director Identification Number (DIN): 00026028)], Non-Executive, NonIndependent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company and being eligible, has offered herself for reappointment, as a “Director” of the Company.
	Mr. Jamshyd N. Godrej (DIN: 00076250), Non-Executive & Non-Independent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment, with the continuation of such directorship being subject to the fulfilment of requirements under applicable laws, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2022-23.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2022-23:

1. Mr. Balram S. Yadav - Managing Director;

2. Mr. Burjis Godrej, Executive Director;

3. Mr. S. Varadaraj - Chief Financial Officer & Head - Legal & IT;

4. Mr. Vivek Raizada - Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

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

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2023, the following Directors on your Company’s Board were Independent Directors:

1.	Dr. Ritu Anand	Independent Director
2.	Ms. Aditi Kothari Desai	Independent Director
3.	Ms. Roopa Purushothaman	Independent Director
4.	Mr. Natarajan Srinivasan	Independent Director
5.	Mr. Kannan Sitaram	Independent Director
6.	Dr. Ashok Gulati	Independent Director
7.	Ms. Ritu Verma	Independent Director

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 9, 2023.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company’s website at https://www.godreiagrovet.com/sustainability/codes-and-policies.

The abovementioned criteria are reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company’s business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising his / her duties;

iii. exercise his/her responsibilities in a bona fide manner in the interest of the Company;

iv. devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

v. not allow any extraneous considerations that will vitiate his/her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board of Directors in its decision-making;

vi. not abuse his / her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

vii. refrain from any action that would lead to loss of his/her independence;

viii. where circumstances arise which make an Independent Director lose his / her independence, the Independent Director must immediately inform the Board accordingly;

ix. assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2022-23 are available on the website of the Company and can be accessed through the web-link https://www.godreiagrovet.com/investors/ compliance.

In opinion of the Board of Directors of your Company, the following Independent Directors of the Company, who have been appointed / re-appointed during the Financial Year 2022-23, possess the requisite integrity, expertise, and experience:

Sr. No.	Name of the Director	Term of 5 (Five) years for Appointment / Re-appointment
		From	To
1.	Mr. Natarajan Srinivasan	July 18, 2022	July 17, 2027
2.	Ms. Ritu Verma	January 27, 2023	January 26, 2028

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

The status of Proficiency Test of the Independent Directors conducted by IICA are as follows:

Sr. No.	Name of the Independent Director	Status of clearing the Proficiency Test
1.	Dr. Ritu Anand	Exempted
2.	Ms. Aditi Kothari Desai	Passed
3.	Ms. Roopa Purushothaman	Passed
4.	Mr. Natarajan Srinivasan	Exempted
5.	Mr. Kannan Sitaram	Exempted
6.	Dr. Ashok Gulati	Exempted
7.	Ms. Ritu Verma	Will appear

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

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

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Natarajan Srinivasan	Chairman, Non-Executive & Independent Director
2.	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3.	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

There were 4 (Four) Meetings of the Audit Committee held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2022-23, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. He has attended the Meetings of the Audit Committee held during the Financial Year 2022-23.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There was 1 (One) Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Nomination and Remuneration Committee. He has attended the Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23.

29. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders’ Relationship Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23 (i.e., on November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Stakeholders’ Relationship Committee. He has attended the Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ashok Gulati (#)	Chairman, Non-Executive & Independent Director
2.	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Balram S. Yadav	Member, Managing Director
4.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

(*) Dr. Raghunath A. Mashelkar ceased to be a Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, due to expiry of his term of 5 (Five) Years and consequently ceased to be the Chairman of the Corporate Social Responsibility Committee.

(#) Dr. Ashok Gulati, Independent Director has been inducted as the Chairman of Corporate Social Responsibility Committee with effect from August 10, 2022.

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022 and November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the CSR Committee. He has attended the Meetings of the CSR Committee held during the Financial Year 2022-23.

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group’s ‘Good & Green’ vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group’s Good & Green goals and have helped us carve out a reputation for being one of the most committed and responsible companies in the industry.

The CSR Policy of your Company is available on your Company’s website and can be accessed through the web-link https://www.godrejagrovet.com/sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2022-23, your Company was required to spend ? 7.85 Crore towards CSR Activities in terms of the mandatory provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, while the actual CSR spending for the year was ? 8.01 Crore. Thus, the mandatory amount for the Financial Year 2022-23 has been fully spent by the Company.

An amount of ? 0.09 Crore which remained unspent from your Company’s planned CSR budget and which is attributable to ongoing projects, has been transferred by the Company to Unspent CSR Account as on date.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2022-23 is annexed herewith as “Annexure - A”.

31. RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2022-23 (i.e., on July 29, 2022 & January 24, 2023).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

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

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

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

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

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

32. Managing Committee:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 10 (Ten) times during the Financial Year 2022-23, (i.e., on April 18, 2022, May 9, 2022, June 3, 2022, July 11, 2022, July 29, 2022, September 2, 2022, November 4, 2022, December 21, 2022, February 8, 2023 and March 20, 2023).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. Meeting of Independent Directors:

The Independent Directors met once during the Financial Year 2022-23, i.e., on May 9, 2022, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

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

34. Vigil Mechanism:

Your Company has adopted a Whistle Blower Policy (“Policy”) as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company’s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ‘Whistle Blowing Officer’ and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy. To support its people to overcome their ethical dilemmas and raise an ethical concern freely “Speak-up” was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors, distributors and consultants to easily raise their ethical concerns in any of the following ways:

Log on to the web portal

• Dial the hotline number Write to the Ethics E-mail id

• Reach out to the Whistle Blowing Officer

While raising a concern, the person can choose to remain anonymous. “Speak-up” ensures to maintain confidentiality for genuine concerns. The Audit Committee reviews reports made under this Policy and implements corrective actions, wherever necessary.

35. PERFORMANCE EVALUATION:

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

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

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

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

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

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

The Company has complied with the provisions relating to the constitution of ICCs under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31,2023:

1.	Ms. Neeyati Shah	Chairperson
2.	Mr. S. Varadaraj	Member
3.	Mr. Rahul Gama	Member
4.	Ms. Varsha Patankar	Member
5.	Mr. Deep Banerjee	Member
6.	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace (“POSH Policy”) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 1 (One) complaint under the POSH Policy during the Financial Year 2022-23 which has been resolved as on March 31, 2023.

37. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2022-23 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.

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

During the Financial Year 2022-23:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 57 of the Standalone Financial Statements, forming part of the Annual Report.

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2022-23, were on arm’s length basis and in the ordinary course of business.

During the Financial Year 2022-23, the Company has obtained approvals for entering into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm’s length price:

(i) Approval for entering into a transaction of purchase / direct transfer to a third party, a land admeasuring 71 Cents, situated at Ambattur, Tamil Nadu of Godrej and Boyce Manufacturing Company Limited (“G&B”);

(ii) Approval for payment of remuneration to Mr. Burjis Godrej, proposed Executive Director, a Related Party in terms of the provisions of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2022-23;

(iii) Approval for the transaction of sale of residential flat owned by the Company to Mr. Anurag Roy, Chief Executive Officer & Whole Time Director of Astec LifeSciences Limited, Subsidiary Company.

40. FRAUD REPORTING:

During the Financial Year 2022-23, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

41. INTERNAL FINANCIAL CONTROLS:

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

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

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

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm’s length basis, entered into with an intent to further the Company’s interests.

43. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2023) and of the profit and loss of the Company for that period (i.e., the Financial Year 2022-23);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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

44. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a detailed report on Corporate Governance forms a part of the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the “Secretarial Auditors” of your Company, have certified your Company’s compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

45. STATUTORY AUDITORS:

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 had recommended to the Shareholders the re-appointment of BSR & Co. LLP, Chartered Accountants, as the “Statutory Auditors” of the Company, for a second term of 5 (Five) years, to hold office from the conclusion of the 31^st (Thirty First) Annual General Meeting (“AGM”) till the conclusion of the 36^th (Thirty Sixth) AGM.

The Shareholders of the company at its 31^st (Thirty-First) AGM held on July 29, 2022 had approved the re-appointment of BSR & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) as the “Statutory Auditors” of the Company, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, to hold office for a second term of 5 (Five) years, i.e., from the conclusion of the 31^st (Thirty First) AGM, till the conclusion of the 36^th (Thirty Sixth) AGM.

46. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) were appointed by the Board of Directors at its Meeting held on May 9, 2022, as the “Cost Auditors” of the Company for the Financial Year 2022-23, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company at their 31^st Annual General Meeting (“AGM”) held on July 29, 2022, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2022-23, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai have been re-appointed by the Board of Directors, at its Meeting held on May 9, 2023, as the “Cost Auditors” of the Company for the Financial Year 2023-24, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 32^nd Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

47. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company, at its Meeting held on May 9, 2022, had appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2022-23 is annexed as “Annexure - B” to this Board’s Report.

The Board of Directors of your Company at its Meeting held on May 9, 2023, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.: P2014MH037400), who have provided their consent and confirmed their eligibility to act as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

48. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY:

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2022-23 of Creamline Dairy Products Limited (“CDPL”), an Unlisted Material Subsidiary of your Company, is annexed as “Annexure - C” to this Board’s Report.

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

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors’ Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 2022-23.

Except as stated below, there are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2022-23:

The Stock Exchanges had sought a clarification from the Company in February 2023 in relation to Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), regarding the composition of the Board, stating that half of the Board was not independent on November 1, 2022. In this connection, the Company has clarified that subsequent to Mr. Burjis Godrej joining the Board as an “Executive Director” with effect from November 1,2022, the Company has appointed Ms. Ritu Verma as an “Independent Director” with effect from January 27, 2023 [for a term of 5 (Five) years, i.e., upto January 26, 2028], thus reinstating the required optimal 50%-50% balance between Independent Directors and Non-Independent Directors, within a period of 3 (three) months as provided under Regulation 25(6) of the Listing Regulations. While the Company has duly deposited the penalty levied by the Stock Exchanges, the Company has also made an application for waiver of penalty amount, which is in process as on the date of this Report.

There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2021-22, which was received and noted during the Financial Year 2022-23. The Cost Audit Report for the Financial Year 2022-23 will be received in due course.

50. LISTING FEES:

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

51. DEPOSITORY SYSTEM:

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CdSL is INE850D01014.

52. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company’s success and growth.

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

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the “Annexure - D” to this Directors’ Report.

54. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company’s website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies. pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

The key policies that have been adopted by your Company are as follows:

1.	Risk Management Policy	The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in place an adequate risk management infrastructure capable of addressing these risks. In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2.	Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company’s strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.

3.	Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c) and Regulation 24 of the Listing Regulations. As on March 31, 2023, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5.	Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7.	Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for Prevention of Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.

13.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information (“UPSI”) without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company’s securities. In general, this Policy aims to maintain the uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.
14.	Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2022-23.
15.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17.	Human Rights Policy	Your Company has in place, a Human Rights Policy which demonstrates your Company’s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

55. SECRETARIAL STANDARDS:

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

56. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company has prepared its Business Responsibility & Sustainability Report (BRSR) for the Financial Year 2022-23, in accordance with the Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR seeks disclosures from listed entities on their performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct (NGBRCs) and reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis.

57. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2022-23 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as “Annexure - E” to this Report.

58. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (1ST) to 5.00 p.m. (1ST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 32^nd (Thirty-Second) Annual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and / or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

59. ADDITIONAL INFORMATION:

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

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

The Audited Annual Financial Statements and related information of the Company’s Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at [email protected].

The Subsidiary Companies’ Financial Statements are also available on the Company’s website https://www.godreiagrovet.com/investors/annual-reports. pursuant to the provisions of Section 136 of the Companies Act, 2013.

60. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

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

61. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2022-23, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual Report.

62. CAUTIONARY STATEMENT:

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

63. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

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

Sd/-

Nadir B. Godrej Chairman (DIN: 00066195)

Date: May 9, 2023 Place: Mumbai

---

Mar 31, 2023

Your Directors have pleasure in presenting this Thirty-Second (32^nd) Directors’ Report along with the Audited Financial Statements for the Financial Year ended March 31,2023.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company’s Standalone and Consolidated performance during the Financial Year 2022-23 as compared to that of the previous Financial Year 2021-22 is summarized below:

(Rs. in Crore)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	7,014.14	6,289.34	9,481.18	8,385.74
Profit Before Taxation & Exceptional Items	388.76	460.34	377.68	558.85
Less: Exceptional Expense	-	-	-	17.28
Profit Before Taxation (PBT)	388.76	460.34	377.68	541.57
Less: Tax Expense	85.12	100.13	82.32	122.42
Profit After Taxation (PAT)	303.64	360.21	295.36	419.15

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

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2022-23.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2022-23, the Animal Feed segment delivered continued volume growth of 6% year-on-year led by market share gains in Cattle Feed and Aqua Feed categories. Cattle Feed segment continued to record strong growth, cementing its leadership position through portfolio of new products launched over the last two years. However, feed industry faced multiple profitability headwinds during the year, including unfavourable Government interventions in input as well as output prices and limited pass-through of input cost inflation amid competitive pressure. Consequently, segment results declined by 24% year-on-year in the Financial Year 2022-23.

Crop Protection:

Standalone segment revenues recovered to '' 595.75 Crore in the Financial Year 2022-23 from '' 544.91 Crore in the Financial Year 202122. Your Company’s sales growth was led by in-house and in-licensed product portfolio. However, margin profile was impacted by lower volumes under plant growth regulators category, product rationalisation initiatives and elevated input costs. Entire industry faced margin pressure due to high level of channel inventories, aggressive pricing strategies and limited transmission of input cost inflation as focus shifted to collections. Standalone segment results declined by 26.7% year-on-year to '' 74.32 Crore in the Financial Year 2022-23 from ''101.37 Crore in the Financial Year 2021-22. The segment achieved substantial improvement in working capital position with strict focus on channel hygiene during the year.

Vegetable Oil:

Vegetable oil segment recorded another good year despite last year’s high base. Segment revenues increased to '' 1,298.49 Crore in the Financial Year 2022-23 from '' 1,264.75 Crore in the Financial Year 2021-22, while segment results increased to '' 249.11 Crore from '' 240.83 Crore. Modest performance in the Financial Year 2022-23 was driven by consistent volume growth coupled with further improvement in Oil Extraction Ratio. Average prices for crude palm oil and palm kernel oil fell by 11% year-on-year during the year under review, which constrained profitability growth.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a Statement containing the salient features of the Financial Statements of your Company’s Subsidiaries and Associates in Form AOC-1 is annexed to and forms a part of the Financial Statement. The Statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement, Audited Accounts of all the Subsidiaries and other documents attached thereto are available on your Company’s website www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company during the Financial Year 2022-23, as follows:

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

1. Godvet Agrochem Limited:

Godvet Agrochem Limited (“Godvet”) is a wholly-owned subsidiary of your Company.

During the Financial Year 2022-23, Godvet recorded Profit Before Tax of '' 0.99 Crore, as compared to Profit Before Tax of '' 1.14 Crore in the previous Financial Year 2021-22.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited (“Astec”) manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 18 (eighteen) countries. During the Financial Year 2022-23, Astec recorded Consolidated Total Income of '' 641.23 Crore as compared to '' 687.03 Crore in the previous Financial Year 2021-22. Profit Before Exceptional Items and Tax also declined to '' 34.95 Crore in Financial Year 2022-23 from '' 121.13 Crore in the previous Financial Year. Decline in Total Income and profitability in the Financial Year 2022-23 was attributed to unprecedented drop in volumes as well as realizations mainly in the second half of the year.

The shareholding of your Company in Astec as on March 31, 2023 was 64.77% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2022-23:

(i) Behram Chemicals Private Limited:

During the Financial Year 2022-23, Behram Chemicals Private Limited (“Behram”) reported a Profit Before Tax of t 0.11 Crore, as compared to Profit Before Tax of t 0.09 Crore during the previous Financial Year 2021-22.

The shareholding of Astec in Behram as on March 31,2023 was 65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2022-23, Comercializadora Agricola Agroastrachem Cia Ltda (“Comercializadora”), reported Nil Profit / Loss Before Tax as compared to Nil Profit / Loss during the previous Financial Year 2021-22.

Comercializadora is a wholly-owned subsidiary of Astec.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited (“CDPL”) is one of the leading private dairy companies in Southern India and its products are sold under the brand name ‘Godrej Jersey’.

During the Financial Year 2022-23, CDPL recorded a Total Income of '' 1,506.40 Crore, representing a year-on-year growth of 27.8%. The continued growth in Financial Year 2022-23 as compared to the previous Financial Year was led primarily by market share gains in value-added products, mainly curd, milk drinks and ghee. However, margin profile was impacted by continued rise in milk procurement costs and limited transmission through price hikes. As a result, CDPL reported a Loss Before Tax excluding Exceptional Items of ('' 56.27 Crore) in the current Financial Year 2022-23 vis-a-vis Loss of ('' 32.35 Crore) in the previous Financial Year.

The shareholding of your Company in CDPL as on March 31,2023 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited (“GTFL”) is engaged in the manufacturing of processed poultry and vegetarian products through its brands ‘Real Good Chicken’ and ‘Yummiez’. GTFL is also engaged in the sale of live birds in the market.

During the Financial Year 2022-23, GTFL recorded a Total Income of '' 1,004.93 Crore, representing a year-on-year growth of 27.9%. Growth in Total Income for the third consecutive year was a result of robust volume performance in branded segments - Real Good Chicken (RGC) and Yummiez. GTFL’s Profit Before Tax also recovered sharply to '' 13.20 Crore in the Financial Year 2022-23 from '' 3.03 Crore reported in the previous Financial Year.

Your Company currently holds a 51.00% equity stake in GTFL.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited (“GMPL”) is a wholly-owned subsidiary of your Company.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion.

During the Financial Year 2022-23, GMPL has reported a Loss Before Tax of ('' 4.70 Crore), as compared to a Loss Before Tax of ('' 9.77 Crore) in the previous Financial Year.

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

(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (“ACIGAVPL”) recorded Revenues of '' 1,946.70 Crore during the Financial Year 2022-23, as compared to '' 1,557.87 Crore during the Financial Year 2021-22.

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

The shareholding of your Company in ACIGAVPL as on March 31,2023 was 50% of the total Paid-up Equity Share Capital of ACIGAVPL.

(ii) Omnivore India Capital Trust:

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

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

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

Your Company held 24% equity stake in the Al Rahba International Trading Limited Liability Company (Al Rahba), an associate (with a 33.33% share in profits) as on March 31,2023, which has been liquidated as on the date of this Report.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2022-23, your Company had dual rating for its Commercial Paper Programme of t 1,000 Crore (Rupees One Thousand Crore Only) as follows:

1. Credit Rating by ICRA Limited: “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating); and

2. Credit Rating by CRISIL: “CRISIL A1 ” (pronounced as ‘CRISIL A one plus’ rating).

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of t 1,000 Crore (Rupees One Thousand Crore Only).

Moreover, your Company continues to enjoy long term rating of “ICRA AA’’ (pronounced as ‘ICRA double A’ for its t 68.25 Crore Bank limits / facilities and short-term rating of “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating) for its t 595 Crore Bank limits / facilities.

4. INFORMATION SYSTEMS:

In your Company, information is considered as an important business asset and Information Security recommendations are implemented to provide adequate security to critical information assets in the organization.

The industry’s best security solutions and tools are implemented to ensure zero trust security in endpoints, servers, networks and cloud infrastructure with 24x7 monitoring mechanism to ensure security and high uptime. Your Company has stringent cyber security policy and it is monitored and managed by competent professionals round the clock. For network security, your Company has a ZERO tolerance policy

and all critical applications are accessible through secure channels. The Disaster Recovery (DR) site is maintained for critical business applications and DR Drills are conducted as per audit recommendations, in order to ensure business continuity and compliance.

The digital transformation initiatives are in progress across businesses, which include deployment of web-based and mobile applications and automation of business processes using Robotic Process Automation in order to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Use of the latest technologies like Artificial Intelligence (AI) and Machine Learning (ML) & Predictive analytics is in place.

5. MANUFACTURING FACILITIES:

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

Animal Feed:

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

Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh) and Barabanki (Uttar Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oils:

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

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. Your Company also continued to focus on manpower productivity and efficiency during the Financial Year under review and hence drives various learning and development interventions in this regard, in line with the organizational objectives. Your Company is also committed to foster employee engagement and connect, while maintaining a safe and healthy workplace. Your Company has several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. As on March 31, 2023, the total number of permanent employees of the Company was 2,747.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2022-23 to which the Financial Statements relate and the date of the Directors’ Report (i.e., from April 1,2023 upto May 9, 2023). The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports upto the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2022-23:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2022-23 at the rate of 95% (Ninety Five per cent), i.e., t 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing Thirty-Second Annual General Meeting (“32^nd AGM”).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Friday, July 28, 2023 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2022, mandates that dividends paid or distributed by a Company after April 1,2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 32^nd AGM, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2022-23 is in accordance with the Company’s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is made available on the website of the Company and can be accessed on the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

B. Status of Final Dividend Declared for the Financial Year 2021-22:

The Company had declared a Final Dividend at the rate of 95%, i.e., t 9.50/- (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, at its 31^st (Thirty-First) Annual General Meeting held on July 29, 2022 for the Financial Year 2021-22, aggregating to t 182,55,20,798/- (Rupees One Hundred Eighty Two Crore Fifty Five Lakh Twenty Thousand Seven Hundred Ninety Eight Only).

As on March 31, 2023, t 182,52,80,024.50 (Rupees One Hundred Eighty Two Crore Fifty Two Lakh Eighty Thousand Twenty Four and Paise Fifty Only) was paid and t 2,40,773.50 (Rupees Two Lakh Forty Thousand Seven Hundred Seventy Three and Paise Fifty Only) is lying in the Unpaid Dividend Account for the said Financial Year 2021-22.

The Final Dividend declared and paid for the Financial Year 2021-22 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company’s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2022-23.

10. SHARE CAPITAL:

Your Company’s Equity Share Capital position as at the beginning of the Financial Year 2022-23 (i.e., as on April 1,2022) and as at the end of the said Financial Year (i.e., as on March 31, 2023) was as follows:

Category of Share Capital		Authorized Share Capital				Issued, Subscribed & Paid-up Share Capital
		No. of Shares	Face Value Per Share (?)	Total Amount (?)		No. of Shares	Face Value Per Share (?)	Total Amount (?)
As on April 1,2022:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,12,960	10	192,11,29,600
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,12,960	10	192,11,29,600
As on March 31,2023:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,60,890	10	192,16,08,900
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,60,890	10	192,16,08,900

During the Financial Year 2022-23, your Company has allotted 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares of Face Value of t 10/- (Rupees Ten Only) each under the Godrej Agrovet Limited - Employees Stock Grant Scheme 2018 (“ESGS 2018”), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors administers, the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 (“ESGS 2018”), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company www.godreiagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2022-23.

Your Company has received an Annual certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that, during the Financial Year 2022-23, ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the

Shareholders. Any request for inspection of the said Certificate may please be sent to [email protected].

The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been made available on the website of the Company, viz., www.godreiagrovet.com.

12. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2022-23.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a)	Accepted during the Financial Year 2022-23		Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2022-23		Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the Financial Year 2022-23 and if so, number of such cases and total amount involved -
	(i) At the beginning of the year		Nil
	(ii) Maximum during the year		Nil
	(iii) At the end of the year		Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013		Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited (“GIL”), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2023, the shareholding of GIL in your Company was 12,47,14,957 (Twelve Crore Forty Seven Lakh Fourteen Thousand Nine Hundred and Fifty-Seven) Equity Shares of Face Value of ? 10/- (Rupees Ten Only) each, aggregating to 64.90% of the Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2022-23, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2022-23:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 64.77% of the Equity Share Capital as on March 31, 2023.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2023

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

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.91% as on March 31,2023 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2023, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

vi. Godrej Tyson Foods Limited:

Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.00% as on March 31,2023

vii. Godrej Maxximilk Private Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

15. JOINT VENTURE COMPANY:

During the Financial Year 2022-23, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

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

16. ASSOCIATE COMPANY:

During the Financial Year 2022-23, no company has become or ceased to be an Associate Company of your Company.

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

Your Company held 24% shareholding and 33.33% profit share in Al Rahba International Trading LLC, Abu Dhabi, United Arab Emirates (UAE) as on March 31,2023, which has been liquidated as on the date of this Report.

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2022-23, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2022-23.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2022-23, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2022-23, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2022-23 is being placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports.

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31,2023:

1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Jamshyd N. Godrej	Non-Executive & Non-Independent Director
3.	Ms. Tanya A. Dubash	Non-Executive & Non-Independent Director
4.	Ms. Nisaba Godrej	Non-Executive & Non-Independent Director
5.	Mr. Pirojsha Godrej	Non-Executive & Non-Independent Director
6.	Mr. Burjis Godrej	Executive Director
7.	Mr. Balram S. Yadav	Managing Director
8.	Dr. Ritu Anand	Independent Director

9.	Ms. Aditi Kothari Desai	Independent Director
10.	Ms. Roopa Purushothaman	Independent Director
11.	Mr. Natarajan Srinivasan	Independent Director
12.	Mr. Kannan Sitaram	Independent Director
13.	Dr. Ashok Gulati	Independent Director
14.	Ms. Ritu Verma	Independent Director

The following changes have taken place in the Directors of your Company during the Financial Year 2022-23 and till the date of this Report:
Name of Director	Date & Particulars of Change
Dr. Raghunath A. Mashelkar	Dr. Raghunath A. Mashelkar ceased to be the Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, on account of expiry of term of 5 (Five) years.
Ms. Natarajan Srinivasan	The first term of appointment of Mr. Natarajan Srinivasan as an “Independent Director” of the Company was liable to come to an end on July 17, 2022. Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors through a Resolution passed on May 28, 2022, had approved and recommended to the Shareholders, the re-appointment of Mr. Natarajan Srinivasan as an “Independent Director”, to hold office for a second term of 5 (Five) years i.e., w.e.f. July 18, 2022 upto July 17, 2027. Accordingly, the Shareholders of the Company by passing a Special Resolution through Postal Ballot (whose results were declared on July 4, 2022), approved the said re-appointment for a second term of 5 (Five) years, i.e., w.e.f. July 18, 2022 upto July 18, 2027.
Mr. Nadir B. Godrej Ms. Nisaba Godrej	In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Nadir B. Godrej and Ms. Nisaba Godrej, Non-Executive & Non-Independent Directors, were liable for retire by rotation at the 31st (Thirty-First) Annual General Meeting (AGM) of the Company on July 29, 2022 and being eligible and having offered themselves for re-appointment, were re-appointed at the said AGM.
Mr. Burjis Godrej	Mr. Burjis Godrej was appointed as an “Executive Director” by the Board of Directors of the Company at its Meeting held on February 4, 2022, to hold office for a term of 5 (Five) years commencing from November 1, 2022 upto October 31, 2027, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Mr. Balram S. Yadav	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 9, 2022, had approved the re-appointment of Mr. Balram S. Yadav as the “Managing Director” of the Company, for further period commencing from September 1, 2022 upto April 30, 2025, subject to the approval of the Shareholders at the 31st (Thirty-First) Annual General Meeting of the Company. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Ms. Ritu Verma	Ms. Ritu Verma was appointed as an “Additional Director” (Non-Executive & Independent) by the Board of Directors through a Resolution passed by Circulation on January 28, 2023, to hold office for a term of 5 (Five) years commencing from January 27, 2023 upto January 26, 2028, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed through Postal Ballot which concluded on March 4, 2023.
Ms. Tanya A. Dubash Mr. Jamshyd N. Godrej	Ms. Tanya A. Dubash [Director Identification Number (DIN): 00026028)], Non-Executive, NonIndependent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company and being eligible, has offered herself for reappointment, as a “Director” of the Company.
	Mr. Jamshyd N. Godrej (DIN: 00076250), Non-Executive & Non-Independent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment, with the continuation of such directorship being subject to the fulfilment of requirements under applicable laws, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2022-23.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2022-23:

1. Mr. Balram S. Yadav - Managing Director;

2. Mr. Burjis Godrej, Executive Director;

3. Mr. S. Varadaraj - Chief Financial Officer & Head - Legal & IT;

4. Mr. Vivek Raizada - Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

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

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2023, the following Directors on your Company’s Board were Independent Directors:

1.	Dr. Ritu Anand	Independent Director
2.	Ms. Aditi Kothari Desai	Independent Director
3.	Ms. Roopa Purushothaman	Independent Director
4.	Mr. Natarajan Srinivasan	Independent Director
5.	Mr. Kannan Sitaram	Independent Director
6.	Dr. Ashok Gulati	Independent Director
7.	Ms. Ritu Verma	Independent Director

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 9, 2023.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company’s website at https://www.godreiagrovet.com/sustainability/codes-and-policies.

The abovementioned criteria are reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company’s business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising his / her duties;

iii. exercise his/her responsibilities in a bona fide manner in the interest of the Company;

iv. devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

v. not allow any extraneous considerations that will vitiate his/her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board of Directors in its decision-making;

vi. not abuse his / her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

vii. refrain from any action that would lead to loss of his/her independence;

viii. where circumstances arise which make an Independent Director lose his / her independence, the Independent Director must immediately inform the Board accordingly;

ix. assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2022-23 are available on the website of the Company and can be accessed through the web-link https://www.godreiagrovet.com/investors/ compliance.

In opinion of the Board of Directors of your Company, the following Independent Directors of the Company, who have been appointed / re-appointed during the Financial Year 2022-23, possess the requisite integrity, expertise, and experience:

Sr. No.	Name of the Director	Term of 5 (Five) years for Appointment / Re-appointment
		From	To
1.	Mr. Natarajan Srinivasan	July 18, 2022	July 17, 2027
2.	Ms. Ritu Verma	January 27, 2023	January 26, 2028

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

The status of Proficiency Test of the Independent Directors conducted by IICA are as follows:

Sr. No.	Name of the Independent Director	Status of clearing the Proficiency Test
1.	Dr. Ritu Anand	Exempted
2.	Ms. Aditi Kothari Desai	Passed
3.	Ms. Roopa Purushothaman	Passed
4.	Mr. Natarajan Srinivasan	Exempted
5.	Mr. Kannan Sitaram	Exempted
6.	Dr. Ashok Gulati	Exempted
7.	Ms. Ritu Verma	Will appear

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

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

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Natarajan Srinivasan	Chairman, Non-Executive & Independent Director
2.	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3.	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

There were 4 (Four) Meetings of the Audit Committee held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2022-23, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. He has attended the Meetings of the Audit Committee held during the Financial Year 2022-23.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There was 1 (One) Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Nomination and Remuneration Committee. He has attended the Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23.

29. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders’ Relationship Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23 (i.e., on November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Stakeholders’ Relationship Committee. He has attended the Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ashok Gulati (#)	Chairman, Non-Executive & Independent Director
2.	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Balram S. Yadav	Member, Managing Director
4.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

(*) Dr. Raghunath A. Mashelkar ceased to be a Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, due to expiry of his term of 5 (Five) Years and consequently ceased to be the Chairman of the Corporate Social Responsibility Committee.

(#) Dr. Ashok Gulati, Independent Director has been inducted as the Chairman of Corporate Social Responsibility Committee with effect from August 10, 2022.

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022 and November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the CSR Committee. He has attended the Meetings of the CSR Committee held during the Financial Year 2022-23.

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group’s ‘Good & Green’ vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group’s Good & Green goals and have helped us carve out a reputation for being one of the most committed and responsible companies in the industry.

The CSR Policy of your Company is available on your Company’s website and can be accessed through the web-link https://www.godrejagrovet.com/sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2022-23, your Company was required to spend ? 7.85 Crore towards CSR Activities in terms of the mandatory provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, while the actual CSR spending for the year was ? 8.01 Crore. Thus, the mandatory amount for the Financial Year 2022-23 has been fully spent by the Company.

An amount of ? 0.09 Crore which remained unspent from your Company’s planned CSR budget and which is attributable to ongoing projects, has been transferred by the Company to Unspent CSR Account as on date.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2022-23 is annexed herewith as “Annexure - A”.

31. RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2022-23 (i.e., on July 29, 2022 & January 24, 2023).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

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

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

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

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

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

32. Managing Committee:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 10 (Ten) times during the Financial Year 2022-23, (i.e., on April 18, 2022, May 9, 2022, June 3, 2022, July 11, 2022, July 29, 2022, September 2, 2022, November 4, 2022, December 21, 2022, February 8, 2023 and March 20, 2023).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. Meeting of Independent Directors:

The Independent Directors met once during the Financial Year 2022-23, i.e., on May 9, 2022, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

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

34. Vigil Mechanism:

Your Company has adopted a Whistle Blower Policy (“Policy”) as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company’s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ‘Whistle Blowing Officer’ and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy. To support its people to overcome their ethical dilemmas and raise an ethical concern freely “Speak-up” was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors, distributors and consultants to easily raise their ethical concerns in any of the following ways:

Log on to the web portal

• Dial the hotline number Write to the Ethics E-mail id

• Reach out to the Whistle Blowing Officer

While raising a concern, the person can choose to remain anonymous. “Speak-up” ensures to maintain confidentiality for genuine concerns. The Audit Committee reviews reports made under this Policy and implements corrective actions, wherever necessary.

35. PERFORMANCE EVALUATION:

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

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

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

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

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

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

The Company has complied with the provisions relating to the constitution of ICCs under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31,2023:

1.	Ms. Neeyati Shah	Chairperson
2.	Mr. S. Varadaraj	Member
3.	Mr. Rahul Gama	Member
4.	Ms. Varsha Patankar	Member
5.	Mr. Deep Banerjee	Member
6.	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace (“POSH Policy”) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 1 (One) complaint under the POSH Policy during the Financial Year 2022-23 which has been resolved as on March 31, 2023.

37. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2022-23 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.

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

During the Financial Year 2022-23:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 57 of the Standalone Financial Statements, forming part of the Annual Report.

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2022-23, were on arm’s length basis and in the ordinary course of business.

During the Financial Year 2022-23, the Company has obtained approvals for entering into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm’s length price:

(i) Approval for entering into a transaction of purchase / direct transfer to a third party, a land admeasuring 71 Cents, situated at Ambattur, Tamil Nadu of Godrej and Boyce Manufacturing Company Limited (“G&B”);

(ii) Approval for payment of remuneration to Mr. Burjis Godrej, proposed Executive Director, a Related Party in terms of the provisions of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2022-23;

(iii) Approval for the transaction of sale of residential flat owned by the Company to Mr. Anurag Roy, Chief Executive Officer & Whole Time Director of Astec LifeSciences Limited, Subsidiary Company.

40. FRAUD REPORTING:

During the Financial Year 2022-23, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

41. INTERNAL FINANCIAL CONTROLS:

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

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

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

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm’s length basis, entered into with an intent to further the Company’s interests.

43. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2023) and of the profit and loss of the Company for that period (i.e., the Financial Year 2022-23);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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

44. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a detailed report on Corporate Governance forms a part of the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the “Secretarial Auditors” of your Company, have certified your Company’s compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

45. STATUTORY AUDITORS:

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 had recommended to the Shareholders the re-appointment of BSR & Co. LLP, Chartered Accountants, as the “Statutory Auditors” of the Company, for a second term of 5 (Five) years, to hold office from the conclusion of the 31^st (Thirty First) Annual General Meeting (“AGM”) till the conclusion of the 36^th (Thirty Sixth) AGM.

The Shareholders of the company at its 31^st (Thirty-First) AGM held on July 29, 2022 had approved the re-appointment of BSR & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) as the “Statutory Auditors” of the Company, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, to hold office for a second term of 5 (Five) years, i.e., from the conclusion of the 31^st (Thirty First) AGM, till the conclusion of the 36^th (Thirty Sixth) AGM.

46. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) were appointed by the Board of Directors at its Meeting held on May 9, 2022, as the “Cost Auditors” of the Company for the Financial Year 2022-23, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company at their 31^st Annual General Meeting (“AGM”) held on July 29, 2022, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2022-23, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai have been re-appointed by the Board of Directors, at its Meeting held on May 9, 2023, as the “Cost Auditors” of the Company for the Financial Year 2023-24, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 32^nd Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

47. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company, at its Meeting held on May 9, 2022, had appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2022-23 is annexed as “Annexure - B” to this Board’s Report.

The Board of Directors of your Company at its Meeting held on May 9, 2023, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.: P2014MH037400), who have provided their consent and confirmed their eligibility to act as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

48. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY:

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2022-23 of Creamline Dairy Products Limited (“CDPL”), an Unlisted Material Subsidiary of your Company, is annexed as “Annexure - C” to this Board’s Report.

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

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors’ Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 2022-23.

Except as stated below, there are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2022-23:

The Stock Exchanges had sought a clarification from the Company in February 2023 in relation to Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), regarding the composition of the Board, stating that half of the Board was not independent on November 1, 2022. In this connection, the Company has clarified that subsequent to Mr. Burjis Godrej joining the Board as an “Executive Director” with effect from November 1,2022, the Company has appointed Ms. Ritu Verma as an “Independent Director” with effect from January 27, 2023 [for a term of 5 (Five) years, i.e., upto January 26, 2028], thus reinstating the required optimal 50%-50% balance between Independent Directors and Non-Independent Directors, within a period of 3 (three) months as provided under Regulation 25(6) of the Listing Regulations. While the Company has duly deposited the penalty levied by the Stock Exchanges, the Company has also made an application for waiver of penalty amount, which is in process as on the date of this Report.

There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2021-22, which was received and noted during the Financial Year 2022-23. The Cost Audit Report for the Financial Year 2022-23 will be received in due course.

50. LISTING FEES:

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

51. DEPOSITORY SYSTEM:

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CdSL is INE850D01014.

52. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company’s success and growth.

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

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the “Annexure - D” to this Directors’ Report.

54. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company’s website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies. pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

The key policies that have been adopted by your Company are as follows:

1.	Risk Management Policy	The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in place an adequate risk management infrastructure capable of addressing these risks. In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2.	Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company’s strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.

3.	Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c) and Regulation 24 of the Listing Regulations. As on March 31, 2023, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5.	Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7.	Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for Prevention of Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.

13.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information (“UPSI”) without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company’s securities. In general, this Policy aims to maintain the uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.
14.	Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2022-23.
15.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17.	Human Rights Policy	Your Company has in place, a Human Rights Policy which demonstrates your Company’s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

55. SECRETARIAL STANDARDS:

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

56. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company has prepared its Business Responsibility & Sustainability Report (BRSR) for the Financial Year 2022-23, in accordance with the Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR seeks disclosures from listed entities on their performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct (NGBRCs) and reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis.

57. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2022-23 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as “Annexure - E” to this Report.

58. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (1ST) to 5.00 p.m. (1ST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 32^nd (Thirty-Second) Annual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and / or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

59. ADDITIONAL INFORMATION:

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

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

The Audited Annual Financial Statements and related information of the Company’s Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at [email protected].

The Subsidiary Companies’ Financial Statements are also available on the Company’s website https://www.godreiagrovet.com/investors/annual-reports. pursuant to the provisions of Section 136 of the Companies Act, 2013.

60. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

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

61. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2022-23, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual Report.

62. CAUTIONARY STATEMENT:

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

63. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

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

Sd/-

Nadir B. Godrej Chairman (DIN: 00066195)

Date: May 9, 2023 Place: Mumbai

---

Mar 31, 2023

Your Directors have pleasure in presenting this Thirty-Second (32^nd) Directors’ Report along with the Audited Financial Statements for the Financial Year ended March 31,2023.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company’s Standalone and Consolidated performance during the Financial Year 2022-23 as compared to that of the previous Financial Year 2021-22 is summarized below:

(Rs. in Crore)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	7,014.14	6,289.34	9,481.18	8,385.74
Profit Before Taxation & Exceptional Items	388.76	460.34	377.68	558.85
Less: Exceptional Expense	-	-	-	17.28
Profit Before Taxation (PBT)	388.76	460.34	377.68	541.57
Less: Tax Expense	85.12	100.13	82.32	122.42
Profit After Taxation (PAT)	303.64	360.21	295.36	419.15

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

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2022-23.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2022-23, the Animal Feed segment delivered continued volume growth of 6% year-on-year led by market share gains in Cattle Feed and Aqua Feed categories. Cattle Feed segment continued to record strong growth, cementing its leadership position through portfolio of new products launched over the last two years. However, feed industry faced multiple profitability headwinds during the year, including unfavourable Government interventions in input as well as output prices and limited pass-through of input cost inflation amid competitive pressure. Consequently, segment results declined by 24% year-on-year in the Financial Year 2022-23.

Crop Protection:

Standalone segment revenues recovered to '' 595.75 Crore in the Financial Year 2022-23 from '' 544.91 Crore in the Financial Year 202122. Your Company’s sales growth was led by in-house and in-licensed product portfolio. However, margin profile was impacted by lower volumes under plant growth regulators category, product rationalisation initiatives and elevated input costs. Entire industry faced margin pressure due to high level of channel inventories, aggressive pricing strategies and limited transmission of input cost inflation as focus shifted to collections. Standalone segment results declined by 26.7% year-on-year to '' 74.32 Crore in the Financial Year 2022-23 from ''101.37 Crore in the Financial Year 2021-22. The segment achieved substantial improvement in working capital position with strict focus on channel hygiene during the year.

Vegetable Oil:

Vegetable oil segment recorded another good year despite last year’s high base. Segment revenues increased to '' 1,298.49 Crore in the Financial Year 2022-23 from '' 1,264.75 Crore in the Financial Year 2021-22, while segment results increased to '' 249.11 Crore from '' 240.83 Crore. Modest performance in the Financial Year 2022-23 was driven by consistent volume growth coupled with further improvement in Oil Extraction Ratio. Average prices for crude palm oil and palm kernel oil fell by 11% year-on-year during the year under review, which constrained profitability growth.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a Statement containing the salient features of the Financial Statements of your Company’s Subsidiaries and Associates in Form AOC-1 is annexed to and forms a part of the Financial Statement. The Statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement, Audited Accounts of all the Subsidiaries and other documents attached thereto are available on your Company’s website www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company during the Financial Year 2022-23, as follows:

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

1. Godvet Agrochem Limited:

Godvet Agrochem Limited (“Godvet”) is a wholly-owned subsidiary of your Company.

During the Financial Year 2022-23, Godvet recorded Profit Before Tax of '' 0.99 Crore, as compared to Profit Before Tax of '' 1.14 Crore in the previous Financial Year 2021-22.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited (“Astec”) manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 18 (eighteen) countries. During the Financial Year 2022-23, Astec recorded Consolidated Total Income of '' 641.23 Crore as compared to '' 687.03 Crore in the previous Financial Year 2021-22. Profit Before Exceptional Items and Tax also declined to '' 34.95 Crore in Financial Year 2022-23 from '' 121.13 Crore in the previous Financial Year. Decline in Total Income and profitability in the Financial Year 2022-23 was attributed to unprecedented drop in volumes as well as realizations mainly in the second half of the year.

The shareholding of your Company in Astec as on March 31, 2023 was 64.77% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2022-23:

(i) Behram Chemicals Private Limited:

During the Financial Year 2022-23, Behram Chemicals Private Limited (“Behram”) reported a Profit Before Tax of t 0.11 Crore, as compared to Profit Before Tax of t 0.09 Crore during the previous Financial Year 2021-22.

The shareholding of Astec in Behram as on March 31,2023 was 65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2022-23, Comercializadora Agricola Agroastrachem Cia Ltda (“Comercializadora”), reported Nil Profit / Loss Before Tax as compared to Nil Profit / Loss during the previous Financial Year 2021-22.

Comercializadora is a wholly-owned subsidiary of Astec.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited (“CDPL”) is one of the leading private dairy companies in Southern India and its products are sold under the brand name ‘Godrej Jersey’.

During the Financial Year 2022-23, CDPL recorded a Total Income of '' 1,506.40 Crore, representing a year-on-year growth of 27.8%. The continued growth in Financial Year 2022-23 as compared to the previous Financial Year was led primarily by market share gains in value-added products, mainly curd, milk drinks and ghee. However, margin profile was impacted by continued rise in milk procurement costs and limited transmission through price hikes. As a result, CDPL reported a Loss Before Tax excluding Exceptional Items of ('' 56.27 Crore) in the current Financial Year 2022-23 vis-a-vis Loss of ('' 32.35 Crore) in the previous Financial Year.

The shareholding of your Company in CDPL as on March 31,2023 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited (“GTFL”) is engaged in the manufacturing of processed poultry and vegetarian products through its brands ‘Real Good Chicken’ and ‘Yummiez’. GTFL is also engaged in the sale of live birds in the market.

During the Financial Year 2022-23, GTFL recorded a Total Income of '' 1,004.93 Crore, representing a year-on-year growth of 27.9%. Growth in Total Income for the third consecutive year was a result of robust volume performance in branded segments - Real Good Chicken (RGC) and Yummiez. GTFL’s Profit Before Tax also recovered sharply to '' 13.20 Crore in the Financial Year 2022-23 from '' 3.03 Crore reported in the previous Financial Year.

Your Company currently holds a 51.00% equity stake in GTFL.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited (“GMPL”) is a wholly-owned subsidiary of your Company.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion.

During the Financial Year 2022-23, GMPL has reported a Loss Before Tax of ('' 4.70 Crore), as compared to a Loss Before Tax of ('' 9.77 Crore) in the previous Financial Year.

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

(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (“ACIGAVPL”) recorded Revenues of '' 1,946.70 Crore during the Financial Year 2022-23, as compared to '' 1,557.87 Crore during the Financial Year 2021-22.

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

The shareholding of your Company in ACIGAVPL as on March 31,2023 was 50% of the total Paid-up Equity Share Capital of ACIGAVPL.

(ii) Omnivore India Capital Trust:

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

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

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

Your Company held 24% equity stake in the Al Rahba International Trading Limited Liability Company (Al Rahba), an associate (with a 33.33% share in profits) as on March 31,2023, which has been liquidated as on the date of this Report.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2022-23, your Company had dual rating for its Commercial Paper Programme of t 1,000 Crore (Rupees One Thousand Crore Only) as follows:

1. Credit Rating by ICRA Limited: “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating); and

2. Credit Rating by CRISIL: “CRISIL A1 ” (pronounced as ‘CRISIL A one plus’ rating).

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of t 1,000 Crore (Rupees One Thousand Crore Only).

Moreover, your Company continues to enjoy long term rating of “ICRA AA’’ (pronounced as ‘ICRA double A’ for its t 68.25 Crore Bank limits / facilities and short-term rating of “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating) for its t 595 Crore Bank limits / facilities.

4. INFORMATION SYSTEMS:

In your Company, information is considered as an important business asset and Information Security recommendations are implemented to provide adequate security to critical information assets in the organization.

The industry’s best security solutions and tools are implemented to ensure zero trust security in endpoints, servers, networks and cloud infrastructure with 24x7 monitoring mechanism to ensure security and high uptime. Your Company has stringent cyber security policy and it is monitored and managed by competent professionals round the clock. For network security, your Company has a ZERO tolerance policy

and all critical applications are accessible through secure channels. The Disaster Recovery (DR) site is maintained for critical business applications and DR Drills are conducted as per audit recommendations, in order to ensure business continuity and compliance.

The digital transformation initiatives are in progress across businesses, which include deployment of web-based and mobile applications and automation of business processes using Robotic Process Automation in order to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Use of the latest technologies like Artificial Intelligence (AI) and Machine Learning (ML) & Predictive analytics is in place.

5. MANUFACTURING FACILITIES:

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

Animal Feed:

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

Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh) and Barabanki (Uttar Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oils:

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

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. Your Company also continued to focus on manpower productivity and efficiency during the Financial Year under review and hence drives various learning and development interventions in this regard, in line with the organizational objectives. Your Company is also committed to foster employee engagement and connect, while maintaining a safe and healthy workplace. Your Company has several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. As on March 31, 2023, the total number of permanent employees of the Company was 2,747.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2022-23 to which the Financial Statements relate and the date of the Directors’ Report (i.e., from April 1,2023 upto May 9, 2023). The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports upto the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2022-23:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2022-23 at the rate of 95% (Ninety Five per cent), i.e., t 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing Thirty-Second Annual General Meeting (“32^nd AGM”).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Friday, July 28, 2023 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2022, mandates that dividends paid or distributed by a Company after April 1,2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 32^nd AGM, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2022-23 is in accordance with the Company’s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is made available on the website of the Company and can be accessed on the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

B. Status of Final Dividend Declared for the Financial Year 2021-22:

The Company had declared a Final Dividend at the rate of 95%, i.e., t 9.50/- (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, at its 31^st (Thirty-First) Annual General Meeting held on July 29, 2022 for the Financial Year 2021-22, aggregating to t 182,55,20,798/- (Rupees One Hundred Eighty Two Crore Fifty Five Lakh Twenty Thousand Seven Hundred Ninety Eight Only).

As on March 31, 2023, t 182,52,80,024.50 (Rupees One Hundred Eighty Two Crore Fifty Two Lakh Eighty Thousand Twenty Four and Paise Fifty Only) was paid and t 2,40,773.50 (Rupees Two Lakh Forty Thousand Seven Hundred Seventy Three and Paise Fifty Only) is lying in the Unpaid Dividend Account for the said Financial Year 2021-22.

The Final Dividend declared and paid for the Financial Year 2021-22 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company’s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2022-23.

10. SHARE CAPITAL:

Your Company’s Equity Share Capital position as at the beginning of the Financial Year 2022-23 (i.e., as on April 1,2022) and as at the end of the said Financial Year (i.e., as on March 31, 2023) was as follows:

Category of Share Capital		Authorized Share Capital				Issued, Subscribed & Paid-up Share Capital
		No. of Shares	Face Value Per Share (?)	Total Amount (?)		No. of Shares	Face Value Per Share (?)	Total Amount (?)
As on April 1,2022:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,12,960	10	192,11,29,600
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,12,960	10	192,11,29,600
As on March 31,2023:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,60,890	10	192,16,08,900
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,60,890	10	192,16,08,900

During the Financial Year 2022-23, your Company has allotted 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares of Face Value of t 10/- (Rupees Ten Only) each under the Godrej Agrovet Limited - Employees Stock Grant Scheme 2018 (“ESGS 2018”), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors administers, the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 (“ESGS 2018”), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company www.godreiagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2022-23.

Your Company has received an Annual certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that, during the Financial Year 2022-23, ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the

Shareholders. Any request for inspection of the said Certificate may please be sent to [email protected].

The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been made available on the website of the Company, viz., www.godreiagrovet.com.

12. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2022-23.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a)	Accepted during the Financial Year 2022-23		Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2022-23		Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the Financial Year 2022-23 and if so, number of such cases and total amount involved -
	(i) At the beginning of the year		Nil
	(ii) Maximum during the year		Nil
	(iii) At the end of the year		Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013		Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited (“GIL”), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2023, the shareholding of GIL in your Company was 12,47,14,957 (Twelve Crore Forty Seven Lakh Fourteen Thousand Nine Hundred and Fifty-Seven) Equity Shares of Face Value of ? 10/- (Rupees Ten Only) each, aggregating to 64.90% of the Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2022-23, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2022-23:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 64.77% of the Equity Share Capital as on March 31, 2023.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2023

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

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.91% as on March 31,2023 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2023, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

vi. Godrej Tyson Foods Limited:

Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.00% as on March 31,2023

vii. Godrej Maxximilk Private Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

15. JOINT VENTURE COMPANY:

During the Financial Year 2022-23, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

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

16. ASSOCIATE COMPANY:

During the Financial Year 2022-23, no company has become or ceased to be an Associate Company of your Company.

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

Your Company held 24% shareholding and 33.33% profit share in Al Rahba International Trading LLC, Abu Dhabi, United Arab Emirates (UAE) as on March 31,2023, which has been liquidated as on the date of this Report.

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2022-23, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2022-23.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2022-23, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2022-23, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2022-23 is being placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports.

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31,2023:

1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Jamshyd N. Godrej	Non-Executive & Non-Independent Director
3.	Ms. Tanya A. Dubash	Non-Executive & Non-Independent Director
4.	Ms. Nisaba Godrej	Non-Executive & Non-Independent Director
5.	Mr. Pirojsha Godrej	Non-Executive & Non-Independent Director
6.	Mr. Burjis Godrej	Executive Director
7.	Mr. Balram S. Yadav	Managing Director
8.	Dr. Ritu Anand	Independent Director

9.	Ms. Aditi Kothari Desai	Independent Director
10.	Ms. Roopa Purushothaman	Independent Director
11.	Mr. Natarajan Srinivasan	Independent Director
12.	Mr. Kannan Sitaram	Independent Director
13.	Dr. Ashok Gulati	Independent Director
14.	Ms. Ritu Verma	Independent Director

The following changes have taken place in the Directors of your Company during the Financial Year 2022-23 and till the date of this Report:
Name of Director	Date & Particulars of Change
Dr. Raghunath A. Mashelkar	Dr. Raghunath A. Mashelkar ceased to be the Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, on account of expiry of term of 5 (Five) years.
Ms. Natarajan Srinivasan	The first term of appointment of Mr. Natarajan Srinivasan as an “Independent Director” of the Company was liable to come to an end on July 17, 2022. Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors through a Resolution passed on May 28, 2022, had approved and recommended to the Shareholders, the re-appointment of Mr. Natarajan Srinivasan as an “Independent Director”, to hold office for a second term of 5 (Five) years i.e., w.e.f. July 18, 2022 upto July 17, 2027. Accordingly, the Shareholders of the Company by passing a Special Resolution through Postal Ballot (whose results were declared on July 4, 2022), approved the said re-appointment for a second term of 5 (Five) years, i.e., w.e.f. July 18, 2022 upto July 18, 2027.
Mr. Nadir B. Godrej Ms. Nisaba Godrej	In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Nadir B. Godrej and Ms. Nisaba Godrej, Non-Executive & Non-Independent Directors, were liable for retire by rotation at the 31st (Thirty-First) Annual General Meeting (AGM) of the Company on July 29, 2022 and being eligible and having offered themselves for re-appointment, were re-appointed at the said AGM.
Mr. Burjis Godrej	Mr. Burjis Godrej was appointed as an “Executive Director” by the Board of Directors of the Company at its Meeting held on February 4, 2022, to hold office for a term of 5 (Five) years commencing from November 1, 2022 upto October 31, 2027, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Mr. Balram S. Yadav	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 9, 2022, had approved the re-appointment of Mr. Balram S. Yadav as the “Managing Director” of the Company, for further period commencing from September 1, 2022 upto April 30, 2025, subject to the approval of the Shareholders at the 31st (Thirty-First) Annual General Meeting of the Company. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Ms. Ritu Verma	Ms. Ritu Verma was appointed as an “Additional Director” (Non-Executive & Independent) by the Board of Directors through a Resolution passed by Circulation on January 28, 2023, to hold office for a term of 5 (Five) years commencing from January 27, 2023 upto January 26, 2028, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed through Postal Ballot which concluded on March 4, 2023.
Ms. Tanya A. Dubash Mr. Jamshyd N. Godrej	Ms. Tanya A. Dubash [Director Identification Number (DIN): 00026028)], Non-Executive, NonIndependent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company and being eligible, has offered herself for reappointment, as a “Director” of the Company.
	Mr. Jamshyd N. Godrej (DIN: 00076250), Non-Executive & Non-Independent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment, with the continuation of such directorship being subject to the fulfilment of requirements under applicable laws, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2022-23.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2022-23:

1. Mr. Balram S. Yadav - Managing Director;

2. Mr. Burjis Godrej, Executive Director;

3. Mr. S. Varadaraj - Chief Financial Officer & Head - Legal & IT;

4. Mr. Vivek Raizada - Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

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

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2023, the following Directors on your Company’s Board were Independent Directors:

1.	Dr. Ritu Anand	Independent Director
2.	Ms. Aditi Kothari Desai	Independent Director
3.	Ms. Roopa Purushothaman	Independent Director
4.	Mr. Natarajan Srinivasan	Independent Director
5.	Mr. Kannan Sitaram	Independent Director
6.	Dr. Ashok Gulati	Independent Director
7.	Ms. Ritu Verma	Independent Director

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 9, 2023.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company’s website at https://www.godreiagrovet.com/sustainability/codes-and-policies.

The abovementioned criteria are reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company’s business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising his / her duties;

iii. exercise his/her responsibilities in a bona fide manner in the interest of the Company;

iv. devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

v. not allow any extraneous considerations that will vitiate his/her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board of Directors in its decision-making;

vi. not abuse his / her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

vii. refrain from any action that would lead to loss of his/her independence;

viii. where circumstances arise which make an Independent Director lose his / her independence, the Independent Director must immediately inform the Board accordingly;

ix. assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2022-23 are available on the website of the Company and can be accessed through the web-link https://www.godreiagrovet.com/investors/ compliance.

In opinion of the Board of Directors of your Company, the following Independent Directors of the Company, who have been appointed / re-appointed during the Financial Year 2022-23, possess the requisite integrity, expertise, and experience:

Sr. No.	Name of the Director	Term of 5 (Five) years for Appointment / Re-appointment
		From	To
1.	Mr. Natarajan Srinivasan	July 18, 2022	July 17, 2027
2.	Ms. Ritu Verma	January 27, 2023	January 26, 2028

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

The status of Proficiency Test of the Independent Directors conducted by IICA are as follows:

Sr. No.	Name of the Independent Director	Status of clearing the Proficiency Test
1.	Dr. Ritu Anand	Exempted
2.	Ms. Aditi Kothari Desai	Passed
3.	Ms. Roopa Purushothaman	Passed
4.	Mr. Natarajan Srinivasan	Exempted
5.	Mr. Kannan Sitaram	Exempted
6.	Dr. Ashok Gulati	Exempted
7.	Ms. Ritu Verma	Will appear

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

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

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Natarajan Srinivasan	Chairman, Non-Executive & Independent Director
2.	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3.	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

There were 4 (Four) Meetings of the Audit Committee held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2022-23, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. He has attended the Meetings of the Audit Committee held during the Financial Year 2022-23.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There was 1 (One) Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Nomination and Remuneration Committee. He has attended the Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23.

29. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders’ Relationship Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23 (i.e., on November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Stakeholders’ Relationship Committee. He has attended the Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ashok Gulati (#)	Chairman, Non-Executive & Independent Director
2.	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Balram S. Yadav	Member, Managing Director
4.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

(*) Dr. Raghunath A. Mashelkar ceased to be a Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, due to expiry of his term of 5 (Five) Years and consequently ceased to be the Chairman of the Corporate Social Responsibility Committee.

(#) Dr. Ashok Gulati, Independent Director has been inducted as the Chairman of Corporate Social Responsibility Committee with effect from August 10, 2022.

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022 and November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the CSR Committee. He has attended the Meetings of the CSR Committee held during the Financial Year 2022-23.

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group’s ‘Good & Green’ vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group’s Good & Green goals and have helped us carve out a reputation for being one of the most committed and responsible companies in the industry.

The CSR Policy of your Company is available on your Company’s website and can be accessed through the web-link https://www.godrejagrovet.com/sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2022-23, your Company was required to spend ? 7.85 Crore towards CSR Activities in terms of the mandatory provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, while the actual CSR spending for the year was ? 8.01 Crore. Thus, the mandatory amount for the Financial Year 2022-23 has been fully spent by the Company.

An amount of ? 0.09 Crore which remained unspent from your Company’s planned CSR budget and which is attributable to ongoing projects, has been transferred by the Company to Unspent CSR Account as on date.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2022-23 is annexed herewith as “Annexure - A”.

31. RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2022-23 (i.e., on July 29, 2022 & January 24, 2023).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

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

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

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

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

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

32. Managing Committee:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 10 (Ten) times during the Financial Year 2022-23, (i.e., on April 18, 2022, May 9, 2022, June 3, 2022, July 11, 2022, July 29, 2022, September 2, 2022, November 4, 2022, December 21, 2022, February 8, 2023 and March 20, 2023).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. Meeting of Independent Directors:

The Independent Directors met once during the Financial Year 2022-23, i.e., on May 9, 2022, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

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

34. Vigil Mechanism:

Your Company has adopted a Whistle Blower Policy (“Policy”) as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company’s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ‘Whistle Blowing Officer’ and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy. To support its people to overcome their ethical dilemmas and raise an ethical concern freely “Speak-up” was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors, distributors and consultants to easily raise their ethical concerns in any of the following ways:

Log on to the web portal

• Dial the hotline number Write to the Ethics E-mail id

• Reach out to the Whistle Blowing Officer

While raising a concern, the person can choose to remain anonymous. “Speak-up” ensures to maintain confidentiality for genuine concerns. The Audit Committee reviews reports made under this Policy and implements corrective actions, wherever necessary.

35. PERFORMANCE EVALUATION:

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

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

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

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

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

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

The Company has complied with the provisions relating to the constitution of ICCs under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31,2023:

1.	Ms. Neeyati Shah	Chairperson
2.	Mr. S. Varadaraj	Member
3.	Mr. Rahul Gama	Member
4.	Ms. Varsha Patankar	Member
5.	Mr. Deep Banerjee	Member
6.	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace (“POSH Policy”) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 1 (One) complaint under the POSH Policy during the Financial Year 2022-23 which has been resolved as on March 31, 2023.

37. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2022-23 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.

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

During the Financial Year 2022-23:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 57 of the Standalone Financial Statements, forming part of the Annual Report.

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2022-23, were on arm’s length basis and in the ordinary course of business.

During the Financial Year 2022-23, the Company has obtained approvals for entering into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm’s length price:

(i) Approval for entering into a transaction of purchase / direct transfer to a third party, a land admeasuring 71 Cents, situated at Ambattur, Tamil Nadu of Godrej and Boyce Manufacturing Company Limited (“G&B”);

(ii) Approval for payment of remuneration to Mr. Burjis Godrej, proposed Executive Director, a Related Party in terms of the provisions of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2022-23;

(iii) Approval for the transaction of sale of residential flat owned by the Company to Mr. Anurag Roy, Chief Executive Officer & Whole Time Director of Astec LifeSciences Limited, Subsidiary Company.

40. FRAUD REPORTING:

During the Financial Year 2022-23, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

41. INTERNAL FINANCIAL CONTROLS:

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

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

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

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm’s length basis, entered into with an intent to further the Company’s interests.

43. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2023) and of the profit and loss of the Company for that period (i.e., the Financial Year 2022-23);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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

44. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a detailed report on Corporate Governance forms a part of the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the “Secretarial Auditors” of your Company, have certified your Company’s compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

45. STATUTORY AUDITORS:

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 had recommended to the Shareholders the re-appointment of BSR & Co. LLP, Chartered Accountants, as the “Statutory Auditors” of the Company, for a second term of 5 (Five) years, to hold office from the conclusion of the 31^st (Thirty First) Annual General Meeting (“AGM”) till the conclusion of the 36^th (Thirty Sixth) AGM.

The Shareholders of the company at its 31^st (Thirty-First) AGM held on July 29, 2022 had approved the re-appointment of BSR & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) as the “Statutory Auditors” of the Company, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, to hold office for a second term of 5 (Five) years, i.e., from the conclusion of the 31^st (Thirty First) AGM, till the conclusion of the 36^th (Thirty Sixth) AGM.

46. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) were appointed by the Board of Directors at its Meeting held on May 9, 2022, as the “Cost Auditors” of the Company for the Financial Year 2022-23, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company at their 31^st Annual General Meeting (“AGM”) held on July 29, 2022, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2022-23, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai have been re-appointed by the Board of Directors, at its Meeting held on May 9, 2023, as the “Cost Auditors” of the Company for the Financial Year 2023-24, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 32^nd Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

47. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company, at its Meeting held on May 9, 2022, had appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2022-23 is annexed as “Annexure - B” to this Board’s Report.

The Board of Directors of your Company at its Meeting held on May 9, 2023, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.: P2014MH037400), who have provided their consent and confirmed their eligibility to act as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

48. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY:

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2022-23 of Creamline Dairy Products Limited (“CDPL”), an Unlisted Material Subsidiary of your Company, is annexed as “Annexure - C” to this Board’s Report.

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

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors’ Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 2022-23.

Except as stated below, there are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2022-23:

The Stock Exchanges had sought a clarification from the Company in February 2023 in relation to Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), regarding the composition of the Board, stating that half of the Board was not independent on November 1, 2022. In this connection, the Company has clarified that subsequent to Mr. Burjis Godrej joining the Board as an “Executive Director” with effect from November 1,2022, the Company has appointed Ms. Ritu Verma as an “Independent Director” with effect from January 27, 2023 [for a term of 5 (Five) years, i.e., upto January 26, 2028], thus reinstating the required optimal 50%-50% balance between Independent Directors and Non-Independent Directors, within a period of 3 (three) months as provided under Regulation 25(6) of the Listing Regulations. While the Company has duly deposited the penalty levied by the Stock Exchanges, the Company has also made an application for waiver of penalty amount, which is in process as on the date of this Report.

There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2021-22, which was received and noted during the Financial Year 2022-23. The Cost Audit Report for the Financial Year 2022-23 will be received in due course.

50. LISTING FEES:

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

51. DEPOSITORY SYSTEM:

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CdSL is INE850D01014.

52. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company’s success and growth.

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

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the “Annexure - D” to this Directors’ Report.

54. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company’s website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies. pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

The key policies that have been adopted by your Company are as follows:

1.	Risk Management Policy	The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in place an adequate risk management infrastructure capable of addressing these risks. In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2.	Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company’s strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.

3.	Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c) and Regulation 24 of the Listing Regulations. As on March 31, 2023, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5.	Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7.	Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for Prevention of Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.

13.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information (“UPSI”) without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company’s securities. In general, this Policy aims to maintain the uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.
14.	Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2022-23.
15.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17.	Human Rights Policy	Your Company has in place, a Human Rights Policy which demonstrates your Company’s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

55. SECRETARIAL STANDARDS:

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

56. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company has prepared its Business Responsibility & Sustainability Report (BRSR) for the Financial Year 2022-23, in accordance with the Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR seeks disclosures from listed entities on their performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct (NGBRCs) and reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis.

57. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2022-23 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as “Annexure - E” to this Report.

58. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (1ST) to 5.00 p.m. (1ST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 32^nd (Thirty-Second) Annual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and / or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

59. ADDITIONAL INFORMATION:

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

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

The Audited Annual Financial Statements and related information of the Company’s Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at [email protected].

The Subsidiary Companies’ Financial Statements are also available on the Company’s website https://www.godreiagrovet.com/investors/annual-reports. pursuant to the provisions of Section 136 of the Companies Act, 2013.

60. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

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

61. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2022-23, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual Report.

62. CAUTIONARY STATEMENT:

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

63. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

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

Sd/-

Nadir B. Godrej Chairman (DIN: 00066195)

Date: May 9, 2023 Place: Mumbai

---

Mar 31, 2023

Your Directors have pleasure in presenting this Thirty-Second (32^nd) Directors’ Report along with the Audited Financial Statements for the Financial Year ended March 31,2023.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company’s Standalone and Consolidated performance during the Financial Year 2022-23 as compared to that of the previous Financial Year 2021-22 is summarized below:

(Rs. in Crore)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	7,014.14	6,289.34	9,481.18	8,385.74
Profit Before Taxation & Exceptional Items	388.76	460.34	377.68	558.85
Less: Exceptional Expense	-	-	-	17.28
Profit Before Taxation (PBT)	388.76	460.34	377.68	541.57
Less: Tax Expense	85.12	100.13	82.32	122.42
Profit After Taxation (PAT)	303.64	360.21	295.36	419.15

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

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2022-23.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2022-23, the Animal Feed segment delivered continued volume growth of 6% year-on-year led by market share gains in Cattle Feed and Aqua Feed categories. Cattle Feed segment continued to record strong growth, cementing its leadership position through portfolio of new products launched over the last two years. However, feed industry faced multiple profitability headwinds during the year, including unfavourable Government interventions in input as well as output prices and limited pass-through of input cost inflation amid competitive pressure. Consequently, segment results declined by 24% year-on-year in the Financial Year 2022-23.

Crop Protection:

Standalone segment revenues recovered to '' 595.75 Crore in the Financial Year 2022-23 from '' 544.91 Crore in the Financial Year 202122. Your Company’s sales growth was led by in-house and in-licensed product portfolio. However, margin profile was impacted by lower volumes under plant growth regulators category, product rationalisation initiatives and elevated input costs. Entire industry faced margin pressure due to high level of channel inventories, aggressive pricing strategies and limited transmission of input cost inflation as focus shifted to collections. Standalone segment results declined by 26.7% year-on-year to '' 74.32 Crore in the Financial Year 2022-23 from ''101.37 Crore in the Financial Year 2021-22. The segment achieved substantial improvement in working capital position with strict focus on channel hygiene during the year.

Vegetable Oil:

Vegetable oil segment recorded another good year despite last year’s high base. Segment revenues increased to '' 1,298.49 Crore in the Financial Year 2022-23 from '' 1,264.75 Crore in the Financial Year 2021-22, while segment results increased to '' 249.11 Crore from '' 240.83 Crore. Modest performance in the Financial Year 2022-23 was driven by consistent volume growth coupled with further improvement in Oil Extraction Ratio. Average prices for crude palm oil and palm kernel oil fell by 11% year-on-year during the year under review, which constrained profitability growth.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a Statement containing the salient features of the Financial Statements of your Company’s Subsidiaries and Associates in Form AOC-1 is annexed to and forms a part of the Financial Statement. The Statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement, Audited Accounts of all the Subsidiaries and other documents attached thereto are available on your Company’s website www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company during the Financial Year 2022-23, as follows:

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

1. Godvet Agrochem Limited:

Godvet Agrochem Limited (“Godvet”) is a wholly-owned subsidiary of your Company.

During the Financial Year 2022-23, Godvet recorded Profit Before Tax of '' 0.99 Crore, as compared to Profit Before Tax of '' 1.14 Crore in the previous Financial Year 2021-22.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited (“Astec”) manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 18 (eighteen) countries. During the Financial Year 2022-23, Astec recorded Consolidated Total Income of '' 641.23 Crore as compared to '' 687.03 Crore in the previous Financial Year 2021-22. Profit Before Exceptional Items and Tax also declined to '' 34.95 Crore in Financial Year 2022-23 from '' 121.13 Crore in the previous Financial Year. Decline in Total Income and profitability in the Financial Year 2022-23 was attributed to unprecedented drop in volumes as well as realizations mainly in the second half of the year.

The shareholding of your Company in Astec as on March 31, 2023 was 64.77% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2022-23:

(i) Behram Chemicals Private Limited:

During the Financial Year 2022-23, Behram Chemicals Private Limited (“Behram”) reported a Profit Before Tax of t 0.11 Crore, as compared to Profit Before Tax of t 0.09 Crore during the previous Financial Year 2021-22.

The shareholding of Astec in Behram as on March 31,2023 was 65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2022-23, Comercializadora Agricola Agroastrachem Cia Ltda (“Comercializadora”), reported Nil Profit / Loss Before Tax as compared to Nil Profit / Loss during the previous Financial Year 2021-22.

Comercializadora is a wholly-owned subsidiary of Astec.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited (“CDPL”) is one of the leading private dairy companies in Southern India and its products are sold under the brand name ‘Godrej Jersey’.

During the Financial Year 2022-23, CDPL recorded a Total Income of '' 1,506.40 Crore, representing a year-on-year growth of 27.8%. The continued growth in Financial Year 2022-23 as compared to the previous Financial Year was led primarily by market share gains in value-added products, mainly curd, milk drinks and ghee. However, margin profile was impacted by continued rise in milk procurement costs and limited transmission through price hikes. As a result, CDPL reported a Loss Before Tax excluding Exceptional Items of ('' 56.27 Crore) in the current Financial Year 2022-23 vis-a-vis Loss of ('' 32.35 Crore) in the previous Financial Year.

The shareholding of your Company in CDPL as on March 31,2023 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited (“GTFL”) is engaged in the manufacturing of processed poultry and vegetarian products through its brands ‘Real Good Chicken’ and ‘Yummiez’. GTFL is also engaged in the sale of live birds in the market.

During the Financial Year 2022-23, GTFL recorded a Total Income of '' 1,004.93 Crore, representing a year-on-year growth of 27.9%. Growth in Total Income for the third consecutive year was a result of robust volume performance in branded segments - Real Good Chicken (RGC) and Yummiez. GTFL’s Profit Before Tax also recovered sharply to '' 13.20 Crore in the Financial Year 2022-23 from '' 3.03 Crore reported in the previous Financial Year.

Your Company currently holds a 51.00% equity stake in GTFL.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited (“GMPL”) is a wholly-owned subsidiary of your Company.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion.

During the Financial Year 2022-23, GMPL has reported a Loss Before Tax of ('' 4.70 Crore), as compared to a Loss Before Tax of ('' 9.77 Crore) in the previous Financial Year.

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

(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (“ACIGAVPL”) recorded Revenues of '' 1,946.70 Crore during the Financial Year 2022-23, as compared to '' 1,557.87 Crore during the Financial Year 2021-22.

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

The shareholding of your Company in ACIGAVPL as on March 31,2023 was 50% of the total Paid-up Equity Share Capital of ACIGAVPL.

(ii) Omnivore India Capital Trust:

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

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

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

Your Company held 24% equity stake in the Al Rahba International Trading Limited Liability Company (Al Rahba), an associate (with a 33.33% share in profits) as on March 31,2023, which has been liquidated as on the date of this Report.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2022-23, your Company had dual rating for its Commercial Paper Programme of t 1,000 Crore (Rupees One Thousand Crore Only) as follows:

1. Credit Rating by ICRA Limited: “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating); and

2. Credit Rating by CRISIL: “CRISIL A1 ” (pronounced as ‘CRISIL A one plus’ rating).

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of t 1,000 Crore (Rupees One Thousand Crore Only).

Moreover, your Company continues to enjoy long term rating of “ICRA AA’’ (pronounced as ‘ICRA double A’ for its t 68.25 Crore Bank limits / facilities and short-term rating of “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating) for its t 595 Crore Bank limits / facilities.

4. INFORMATION SYSTEMS:

In your Company, information is considered as an important business asset and Information Security recommendations are implemented to provide adequate security to critical information assets in the organization.

The industry’s best security solutions and tools are implemented to ensure zero trust security in endpoints, servers, networks and cloud infrastructure with 24x7 monitoring mechanism to ensure security and high uptime. Your Company has stringent cyber security policy and it is monitored and managed by competent professionals round the clock. For network security, your Company has a ZERO tolerance policy

and all critical applications are accessible through secure channels. The Disaster Recovery (DR) site is maintained for critical business applications and DR Drills are conducted as per audit recommendations, in order to ensure business continuity and compliance.

The digital transformation initiatives are in progress across businesses, which include deployment of web-based and mobile applications and automation of business processes using Robotic Process Automation in order to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Use of the latest technologies like Artificial Intelligence (AI) and Machine Learning (ML) & Predictive analytics is in place.

5. MANUFACTURING FACILITIES:

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

Animal Feed:

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

Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh) and Barabanki (Uttar Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oils:

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

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. Your Company also continued to focus on manpower productivity and efficiency during the Financial Year under review and hence drives various learning and development interventions in this regard, in line with the organizational objectives. Your Company is also committed to foster employee engagement and connect, while maintaining a safe and healthy workplace. Your Company has several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. As on March 31, 2023, the total number of permanent employees of the Company was 2,747.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2022-23 to which the Financial Statements relate and the date of the Directors’ Report (i.e., from April 1,2023 upto May 9, 2023). The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports upto the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2022-23:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2022-23 at the rate of 95% (Ninety Five per cent), i.e., t 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing Thirty-Second Annual General Meeting (“32^nd AGM”).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Friday, July 28, 2023 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2022, mandates that dividends paid or distributed by a Company after April 1,2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 32^nd AGM, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2022-23 is in accordance with the Company’s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is made available on the website of the Company and can be accessed on the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

B. Status of Final Dividend Declared for the Financial Year 2021-22:

The Company had declared a Final Dividend at the rate of 95%, i.e., t 9.50/- (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, at its 31^st (Thirty-First) Annual General Meeting held on July 29, 2022 for the Financial Year 2021-22, aggregating to t 182,55,20,798/- (Rupees One Hundred Eighty Two Crore Fifty Five Lakh Twenty Thousand Seven Hundred Ninety Eight Only).

As on March 31, 2023, t 182,52,80,024.50 (Rupees One Hundred Eighty Two Crore Fifty Two Lakh Eighty Thousand Twenty Four and Paise Fifty Only) was paid and t 2,40,773.50 (Rupees Two Lakh Forty Thousand Seven Hundred Seventy Three and Paise Fifty Only) is lying in the Unpaid Dividend Account for the said Financial Year 2021-22.

The Final Dividend declared and paid for the Financial Year 2021-22 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company’s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2022-23.

10. SHARE CAPITAL:

Your Company’s Equity Share Capital position as at the beginning of the Financial Year 2022-23 (i.e., as on April 1,2022) and as at the end of the said Financial Year (i.e., as on March 31, 2023) was as follows:

Category of Share Capital		Authorized Share Capital				Issued, Subscribed & Paid-up Share Capital
		No. of Shares	Face Value Per Share (?)	Total Amount (?)		No. of Shares	Face Value Per Share (?)	Total Amount (?)
As on April 1,2022:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,12,960	10	192,11,29,600
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,12,960	10	192,11,29,600
As on March 31,2023:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,60,890	10	192,16,08,900
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,60,890	10	192,16,08,900

During the Financial Year 2022-23, your Company has allotted 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares of Face Value of t 10/- (Rupees Ten Only) each under the Godrej Agrovet Limited - Employees Stock Grant Scheme 2018 (“ESGS 2018”), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors administers, the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 (“ESGS 2018”), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company www.godreiagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2022-23.

Your Company has received an Annual certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that, during the Financial Year 2022-23, ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the

Shareholders. Any request for inspection of the said Certificate may please be sent to [email protected].

The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been made available on the website of the Company, viz., www.godreiagrovet.com.

12. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2022-23.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a)	Accepted during the Financial Year 2022-23		Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2022-23		Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the Financial Year 2022-23 and if so, number of such cases and total amount involved -
	(i) At the beginning of the year		Nil
	(ii) Maximum during the year		Nil
	(iii) At the end of the year		Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013		Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited (“GIL”), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2023, the shareholding of GIL in your Company was 12,47,14,957 (Twelve Crore Forty Seven Lakh Fourteen Thousand Nine Hundred and Fifty-Seven) Equity Shares of Face Value of ? 10/- (Rupees Ten Only) each, aggregating to 64.90% of the Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2022-23, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2022-23:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 64.77% of the Equity Share Capital as on March 31, 2023.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2023

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

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.91% as on March 31,2023 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2023, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

vi. Godrej Tyson Foods Limited:

Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.00% as on March 31,2023

vii. Godrej Maxximilk Private Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

15. JOINT VENTURE COMPANY:

During the Financial Year 2022-23, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

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

16. ASSOCIATE COMPANY:

During the Financial Year 2022-23, no company has become or ceased to be an Associate Company of your Company.

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

Your Company held 24% shareholding and 33.33% profit share in Al Rahba International Trading LLC, Abu Dhabi, United Arab Emirates (UAE) as on March 31,2023, which has been liquidated as on the date of this Report.

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2022-23, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2022-23.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2022-23, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2022-23, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2022-23 is being placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports.

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31,2023:

1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Jamshyd N. Godrej	Non-Executive & Non-Independent Director
3.	Ms. Tanya A. Dubash	Non-Executive & Non-Independent Director
4.	Ms. Nisaba Godrej	Non-Executive & Non-Independent Director
5.	Mr. Pirojsha Godrej	Non-Executive & Non-Independent Director
6.	Mr. Burjis Godrej	Executive Director
7.	Mr. Balram S. Yadav	Managing Director
8.	Dr. Ritu Anand	Independent Director

9.	Ms. Aditi Kothari Desai	Independent Director
10.	Ms. Roopa Purushothaman	Independent Director
11.	Mr. Natarajan Srinivasan	Independent Director
12.	Mr. Kannan Sitaram	Independent Director
13.	Dr. Ashok Gulati	Independent Director
14.	Ms. Ritu Verma	Independent Director

The following changes have taken place in the Directors of your Company during the Financial Year 2022-23 and till the date of this Report:
Name of Director	Date & Particulars of Change
Dr. Raghunath A. Mashelkar	Dr. Raghunath A. Mashelkar ceased to be the Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, on account of expiry of term of 5 (Five) years.
Ms. Natarajan Srinivasan	The first term of appointment of Mr. Natarajan Srinivasan as an “Independent Director” of the Company was liable to come to an end on July 17, 2022. Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors through a Resolution passed on May 28, 2022, had approved and recommended to the Shareholders, the re-appointment of Mr. Natarajan Srinivasan as an “Independent Director”, to hold office for a second term of 5 (Five) years i.e., w.e.f. July 18, 2022 upto July 17, 2027. Accordingly, the Shareholders of the Company by passing a Special Resolution through Postal Ballot (whose results were declared on July 4, 2022), approved the said re-appointment for a second term of 5 (Five) years, i.e., w.e.f. July 18, 2022 upto July 18, 2027.
Mr. Nadir B. Godrej Ms. Nisaba Godrej	In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Nadir B. Godrej and Ms. Nisaba Godrej, Non-Executive & Non-Independent Directors, were liable for retire by rotation at the 31st (Thirty-First) Annual General Meeting (AGM) of the Company on July 29, 2022 and being eligible and having offered themselves for re-appointment, were re-appointed at the said AGM.
Mr. Burjis Godrej	Mr. Burjis Godrej was appointed as an “Executive Director” by the Board of Directors of the Company at its Meeting held on February 4, 2022, to hold office for a term of 5 (Five) years commencing from November 1, 2022 upto October 31, 2027, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Mr. Balram S. Yadav	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 9, 2022, had approved the re-appointment of Mr. Balram S. Yadav as the “Managing Director” of the Company, for further period commencing from September 1, 2022 upto April 30, 2025, subject to the approval of the Shareholders at the 31st (Thirty-First) Annual General Meeting of the Company. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Ms. Ritu Verma	Ms. Ritu Verma was appointed as an “Additional Director” (Non-Executive & Independent) by the Board of Directors through a Resolution passed by Circulation on January 28, 2023, to hold office for a term of 5 (Five) years commencing from January 27, 2023 upto January 26, 2028, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed through Postal Ballot which concluded on March 4, 2023.
Ms. Tanya A. Dubash Mr. Jamshyd N. Godrej	Ms. Tanya A. Dubash [Director Identification Number (DIN): 00026028)], Non-Executive, NonIndependent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company and being eligible, has offered herself for reappointment, as a “Director” of the Company.
	Mr. Jamshyd N. Godrej (DIN: 00076250), Non-Executive & Non-Independent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment, with the continuation of such directorship being subject to the fulfilment of requirements under applicable laws, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2022-23.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2022-23:

1. Mr. Balram S. Yadav - Managing Director;

2. Mr. Burjis Godrej, Executive Director;

3. Mr. S. Varadaraj - Chief Financial Officer & Head - Legal & IT;

4. Mr. Vivek Raizada - Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

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

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2023, the following Directors on your Company’s Board were Independent Directors:

1.	Dr. Ritu Anand	Independent Director
2.	Ms. Aditi Kothari Desai	Independent Director
3.	Ms. Roopa Purushothaman	Independent Director
4.	Mr. Natarajan Srinivasan	Independent Director
5.	Mr. Kannan Sitaram	Independent Director
6.	Dr. Ashok Gulati	Independent Director
7.	Ms. Ritu Verma	Independent Director

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 9, 2023.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company’s website at https://www.godreiagrovet.com/sustainability/codes-and-policies.

The abovementioned criteria are reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company’s business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising his / her duties;

iii. exercise his/her responsibilities in a bona fide manner in the interest of the Company;

iv. devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

v. not allow any extraneous considerations that will vitiate his/her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board of Directors in its decision-making;

vi. not abuse his / her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

vii. refrain from any action that would lead to loss of his/her independence;

viii. where circumstances arise which make an Independent Director lose his / her independence, the Independent Director must immediately inform the Board accordingly;

ix. assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2022-23 are available on the website of the Company and can be accessed through the web-link https://www.godreiagrovet.com/investors/ compliance.

In opinion of the Board of Directors of your Company, the following Independent Directors of the Company, who have been appointed / re-appointed during the Financial Year 2022-23, possess the requisite integrity, expertise, and experience:

Sr. No.	Name of the Director	Term of 5 (Five) years for Appointment / Re-appointment
		From	To
1.	Mr. Natarajan Srinivasan	July 18, 2022	July 17, 2027
2.	Ms. Ritu Verma	January 27, 2023	January 26, 2028

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

The status of Proficiency Test of the Independent Directors conducted by IICA are as follows:

Sr. No.	Name of the Independent Director	Status of clearing the Proficiency Test
1.	Dr. Ritu Anand	Exempted
2.	Ms. Aditi Kothari Desai	Passed
3.	Ms. Roopa Purushothaman	Passed
4.	Mr. Natarajan Srinivasan	Exempted
5.	Mr. Kannan Sitaram	Exempted
6.	Dr. Ashok Gulati	Exempted
7.	Ms. Ritu Verma	Will appear

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

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

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Natarajan Srinivasan	Chairman, Non-Executive & Independent Director
2.	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3.	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

There were 4 (Four) Meetings of the Audit Committee held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2022-23, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. He has attended the Meetings of the Audit Committee held during the Financial Year 2022-23.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There was 1 (One) Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Nomination and Remuneration Committee. He has attended the Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23.

29. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders’ Relationship Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23 (i.e., on November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Stakeholders’ Relationship Committee. He has attended the Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ashok Gulati (#)	Chairman, Non-Executive & Independent Director
2.	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Balram S. Yadav	Member, Managing Director
4.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

(*) Dr. Raghunath A. Mashelkar ceased to be a Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, due to expiry of his term of 5 (Five) Years and consequently ceased to be the Chairman of the Corporate Social Responsibility Committee.

(#) Dr. Ashok Gulati, Independent Director has been inducted as the Chairman of Corporate Social Responsibility Committee with effect from August 10, 2022.

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022 and November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the CSR Committee. He has attended the Meetings of the CSR Committee held during the Financial Year 2022-23.

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group’s ‘Good & Green’ vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group’s Good & Green goals and have helped us carve out a reputation for being one of the most committed and responsible companies in the industry.

The CSR Policy of your Company is available on your Company’s website and can be accessed through the web-link https://www.godrejagrovet.com/sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2022-23, your Company was required to spend ? 7.85 Crore towards CSR Activities in terms of the mandatory provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, while the actual CSR spending for the year was ? 8.01 Crore. Thus, the mandatory amount for the Financial Year 2022-23 has been fully spent by the Company.

An amount of ? 0.09 Crore which remained unspent from your Company’s planned CSR budget and which is attributable to ongoing projects, has been transferred by the Company to Unspent CSR Account as on date.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2022-23 is annexed herewith as “Annexure - A”.

31. RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2022-23 (i.e., on July 29, 2022 & January 24, 2023).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

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

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

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

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

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

32. Managing Committee:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 10 (Ten) times during the Financial Year 2022-23, (i.e., on April 18, 2022, May 9, 2022, June 3, 2022, July 11, 2022, July 29, 2022, September 2, 2022, November 4, 2022, December 21, 2022, February 8, 2023 and March 20, 2023).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. Meeting of Independent Directors:

The Independent Directors met once during the Financial Year 2022-23, i.e., on May 9, 2022, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

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

34. Vigil Mechanism:

Your Company has adopted a Whistle Blower Policy (“Policy”) as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company’s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ‘Whistle Blowing Officer’ and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy. To support its people to overcome their ethical dilemmas and raise an ethical concern freely “Speak-up” was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors, distributors and consultants to easily raise their ethical concerns in any of the following ways:

Log on to the web portal

• Dial the hotline number Write to the Ethics E-mail id

• Reach out to the Whistle Blowing Officer

While raising a concern, the person can choose to remain anonymous. “Speak-up” ensures to maintain confidentiality for genuine concerns. The Audit Committee reviews reports made under this Policy and implements corrective actions, wherever necessary.

35. PERFORMANCE EVALUATION:

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

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

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

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

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

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

The Company has complied with the provisions relating to the constitution of ICCs under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31,2023:

1.	Ms. Neeyati Shah	Chairperson
2.	Mr. S. Varadaraj	Member
3.	Mr. Rahul Gama	Member
4.	Ms. Varsha Patankar	Member
5.	Mr. Deep Banerjee	Member
6.	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace (“POSH Policy”) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 1 (One) complaint under the POSH Policy during the Financial Year 2022-23 which has been resolved as on March 31, 2023.

37. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2022-23 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.

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

During the Financial Year 2022-23:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 57 of the Standalone Financial Statements, forming part of the Annual Report.

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2022-23, were on arm’s length basis and in the ordinary course of business.

During the Financial Year 2022-23, the Company has obtained approvals for entering into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm’s length price:

(i) Approval for entering into a transaction of purchase / direct transfer to a third party, a land admeasuring 71 Cents, situated at Ambattur, Tamil Nadu of Godrej and Boyce Manufacturing Company Limited (“G&B”);

(ii) Approval for payment of remuneration to Mr. Burjis Godrej, proposed Executive Director, a Related Party in terms of the provisions of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2022-23;

(iii) Approval for the transaction of sale of residential flat owned by the Company to Mr. Anurag Roy, Chief Executive Officer & Whole Time Director of Astec LifeSciences Limited, Subsidiary Company.

40. FRAUD REPORTING:

During the Financial Year 2022-23, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

41. INTERNAL FINANCIAL CONTROLS:

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

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

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

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm’s length basis, entered into with an intent to further the Company’s interests.

43. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2023) and of the profit and loss of the Company for that period (i.e., the Financial Year 2022-23);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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

44. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a detailed report on Corporate Governance forms a part of the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the “Secretarial Auditors” of your Company, have certified your Company’s compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

45. STATUTORY AUDITORS:

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 had recommended to the Shareholders the re-appointment of BSR & Co. LLP, Chartered Accountants, as the “Statutory Auditors” of the Company, for a second term of 5 (Five) years, to hold office from the conclusion of the 31^st (Thirty First) Annual General Meeting (“AGM”) till the conclusion of the 36^th (Thirty Sixth) AGM.

The Shareholders of the company at its 31^st (Thirty-First) AGM held on July 29, 2022 had approved the re-appointment of BSR & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) as the “Statutory Auditors” of the Company, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, to hold office for a second term of 5 (Five) years, i.e., from the conclusion of the 31^st (Thirty First) AGM, till the conclusion of the 36^th (Thirty Sixth) AGM.

46. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) were appointed by the Board of Directors at its Meeting held on May 9, 2022, as the “Cost Auditors” of the Company for the Financial Year 2022-23, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company at their 31^st Annual General Meeting (“AGM”) held on July 29, 2022, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2022-23, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai have been re-appointed by the Board of Directors, at its Meeting held on May 9, 2023, as the “Cost Auditors” of the Company for the Financial Year 2023-24, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 32^nd Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

47. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company, at its Meeting held on May 9, 2022, had appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2022-23 is annexed as “Annexure - B” to this Board’s Report.

The Board of Directors of your Company at its Meeting held on May 9, 2023, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.: P2014MH037400), who have provided their consent and confirmed their eligibility to act as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

48. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY:

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2022-23 of Creamline Dairy Products Limited (“CDPL”), an Unlisted Material Subsidiary of your Company, is annexed as “Annexure - C” to this Board’s Report.

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

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors’ Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 2022-23.

Except as stated below, there are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2022-23:

The Stock Exchanges had sought a clarification from the Company in February 2023 in relation to Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), regarding the composition of the Board, stating that half of the Board was not independent on November 1, 2022. In this connection, the Company has clarified that subsequent to Mr. Burjis Godrej joining the Board as an “Executive Director” with effect from November 1,2022, the Company has appointed Ms. Ritu Verma as an “Independent Director” with effect from January 27, 2023 [for a term of 5 (Five) years, i.e., upto January 26, 2028], thus reinstating the required optimal 50%-50% balance between Independent Directors and Non-Independent Directors, within a period of 3 (three) months as provided under Regulation 25(6) of the Listing Regulations. While the Company has duly deposited the penalty levied by the Stock Exchanges, the Company has also made an application for waiver of penalty amount, which is in process as on the date of this Report.

There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2021-22, which was received and noted during the Financial Year 2022-23. The Cost Audit Report for the Financial Year 2022-23 will be received in due course.

50. LISTING FEES:

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

51. DEPOSITORY SYSTEM:

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CdSL is INE850D01014.

52. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company’s success and growth.

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

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the “Annexure - D” to this Directors’ Report.

54. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company’s website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies. pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

The key policies that have been adopted by your Company are as follows:

1.	Risk Management Policy	The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in place an adequate risk management infrastructure capable of addressing these risks. In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2.	Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company’s strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.

3.	Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c) and Regulation 24 of the Listing Regulations. As on March 31, 2023, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5.	Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7.	Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for Prevention of Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.

13.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information (“UPSI”) without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company’s securities. In general, this Policy aims to maintain the uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.
14.	Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2022-23.
15.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17.	Human Rights Policy	Your Company has in place, a Human Rights Policy which demonstrates your Company’s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

55. SECRETARIAL STANDARDS:

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

56. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company has prepared its Business Responsibility & Sustainability Report (BRSR) for the Financial Year 2022-23, in accordance with the Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR seeks disclosures from listed entities on their performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct (NGBRCs) and reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis.

57. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2022-23 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as “Annexure - E” to this Report.

58. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (1ST) to 5.00 p.m. (1ST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 32^nd (Thirty-Second) Annual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and / or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

59. ADDITIONAL INFORMATION:

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

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

The Audited Annual Financial Statements and related information of the Company’s Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at [email protected].

The Subsidiary Companies’ Financial Statements are also available on the Company’s website https://www.godreiagrovet.com/investors/annual-reports. pursuant to the provisions of Section 136 of the Companies Act, 2013.

60. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

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

61. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2022-23, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual Report.

62. CAUTIONARY STATEMENT:

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

63. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

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

Sd/-

Nadir B. Godrej Chairman (DIN: 00066195)

Date: May 9, 2023 Place: Mumbai

---

Mar 31, 2023

Your Directors have pleasure in presenting this Thirty-Second (32^nd) Directors’ Report along with the Audited Financial Statements for the Financial Year ended March 31,2023.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company’s Standalone and Consolidated performance during the Financial Year 2022-23 as compared to that of the previous Financial Year 2021-22 is summarized below:

(Rs. in Crore)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	7,014.14	6,289.34	9,481.18	8,385.74
Profit Before Taxation & Exceptional Items	388.76	460.34	377.68	558.85
Less: Exceptional Expense	-	-	-	17.28
Profit Before Taxation (PBT)	388.76	460.34	377.68	541.57
Less: Tax Expense	85.12	100.13	82.32	122.42
Profit After Taxation (PAT)	303.64	360.21	295.36	419.15

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

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2022-23.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2022-23, the Animal Feed segment delivered continued volume growth of 6% year-on-year led by market share gains in Cattle Feed and Aqua Feed categories. Cattle Feed segment continued to record strong growth, cementing its leadership position through portfolio of new products launched over the last two years. However, feed industry faced multiple profitability headwinds during the year, including unfavourable Government interventions in input as well as output prices and limited pass-through of input cost inflation amid competitive pressure. Consequently, segment results declined by 24% year-on-year in the Financial Year 2022-23.

Crop Protection:

Standalone segment revenues recovered to '' 595.75 Crore in the Financial Year 2022-23 from '' 544.91 Crore in the Financial Year 202122. Your Company’s sales growth was led by in-house and in-licensed product portfolio. However, margin profile was impacted by lower volumes under plant growth regulators category, product rationalisation initiatives and elevated input costs. Entire industry faced margin pressure due to high level of channel inventories, aggressive pricing strategies and limited transmission of input cost inflation as focus shifted to collections. Standalone segment results declined by 26.7% year-on-year to '' 74.32 Crore in the Financial Year 2022-23 from ''101.37 Crore in the Financial Year 2021-22. The segment achieved substantial improvement in working capital position with strict focus on channel hygiene during the year.

Vegetable Oil:

Vegetable oil segment recorded another good year despite last year’s high base. Segment revenues increased to '' 1,298.49 Crore in the Financial Year 2022-23 from '' 1,264.75 Crore in the Financial Year 2021-22, while segment results increased to '' 249.11 Crore from '' 240.83 Crore. Modest performance in the Financial Year 2022-23 was driven by consistent volume growth coupled with further improvement in Oil Extraction Ratio. Average prices for crude palm oil and palm kernel oil fell by 11% year-on-year during the year under review, which constrained profitability growth.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a Statement containing the salient features of the Financial Statements of your Company’s Subsidiaries and Associates in Form AOC-1 is annexed to and forms a part of the Financial Statement. The Statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement, Audited Accounts of all the Subsidiaries and other documents attached thereto are available on your Company’s website www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company during the Financial Year 2022-23, as follows:

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

1. Godvet Agrochem Limited:

Godvet Agrochem Limited (“Godvet”) is a wholly-owned subsidiary of your Company.

During the Financial Year 2022-23, Godvet recorded Profit Before Tax of '' 0.99 Crore, as compared to Profit Before Tax of '' 1.14 Crore in the previous Financial Year 2021-22.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited (“Astec”) manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 18 (eighteen) countries. During the Financial Year 2022-23, Astec recorded Consolidated Total Income of '' 641.23 Crore as compared to '' 687.03 Crore in the previous Financial Year 2021-22. Profit Before Exceptional Items and Tax also declined to '' 34.95 Crore in Financial Year 2022-23 from '' 121.13 Crore in the previous Financial Year. Decline in Total Income and profitability in the Financial Year 2022-23 was attributed to unprecedented drop in volumes as well as realizations mainly in the second half of the year.

The shareholding of your Company in Astec as on March 31, 2023 was 64.77% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2022-23:

(i) Behram Chemicals Private Limited:

During the Financial Year 2022-23, Behram Chemicals Private Limited (“Behram”) reported a Profit Before Tax of t 0.11 Crore, as compared to Profit Before Tax of t 0.09 Crore during the previous Financial Year 2021-22.

The shareholding of Astec in Behram as on March 31,2023 was 65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2022-23, Comercializadora Agricola Agroastrachem Cia Ltda (“Comercializadora”), reported Nil Profit / Loss Before Tax as compared to Nil Profit / Loss during the previous Financial Year 2021-22.

Comercializadora is a wholly-owned subsidiary of Astec.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited (“CDPL”) is one of the leading private dairy companies in Southern India and its products are sold under the brand name ‘Godrej Jersey’.

During the Financial Year 2022-23, CDPL recorded a Total Income of '' 1,506.40 Crore, representing a year-on-year growth of 27.8%. The continued growth in Financial Year 2022-23 as compared to the previous Financial Year was led primarily by market share gains in value-added products, mainly curd, milk drinks and ghee. However, margin profile was impacted by continued rise in milk procurement costs and limited transmission through price hikes. As a result, CDPL reported a Loss Before Tax excluding Exceptional Items of ('' 56.27 Crore) in the current Financial Year 2022-23 vis-a-vis Loss of ('' 32.35 Crore) in the previous Financial Year.

The shareholding of your Company in CDPL as on March 31,2023 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited (“GTFL”) is engaged in the manufacturing of processed poultry and vegetarian products through its brands ‘Real Good Chicken’ and ‘Yummiez’. GTFL is also engaged in the sale of live birds in the market.

During the Financial Year 2022-23, GTFL recorded a Total Income of '' 1,004.93 Crore, representing a year-on-year growth of 27.9%. Growth in Total Income for the third consecutive year was a result of robust volume performance in branded segments - Real Good Chicken (RGC) and Yummiez. GTFL’s Profit Before Tax also recovered sharply to '' 13.20 Crore in the Financial Year 2022-23 from '' 3.03 Crore reported in the previous Financial Year.

Your Company currently holds a 51.00% equity stake in GTFL.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited (“GMPL”) is a wholly-owned subsidiary of your Company.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion.

During the Financial Year 2022-23, GMPL has reported a Loss Before Tax of ('' 4.70 Crore), as compared to a Loss Before Tax of ('' 9.77 Crore) in the previous Financial Year.

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

(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (“ACIGAVPL”) recorded Revenues of '' 1,946.70 Crore during the Financial Year 2022-23, as compared to '' 1,557.87 Crore during the Financial Year 2021-22.

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

The shareholding of your Company in ACIGAVPL as on March 31,2023 was 50% of the total Paid-up Equity Share Capital of ACIGAVPL.

(ii) Omnivore India Capital Trust:

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

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

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

Your Company held 24% equity stake in the Al Rahba International Trading Limited Liability Company (Al Rahba), an associate (with a 33.33% share in profits) as on March 31,2023, which has been liquidated as on the date of this Report.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2022-23, your Company had dual rating for its Commercial Paper Programme of t 1,000 Crore (Rupees One Thousand Crore Only) as follows:

1. Credit Rating by ICRA Limited: “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating); and

2. Credit Rating by CRISIL: “CRISIL A1 ” (pronounced as ‘CRISIL A one plus’ rating).

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of t 1,000 Crore (Rupees One Thousand Crore Only).

Moreover, your Company continues to enjoy long term rating of “ICRA AA’’ (pronounced as ‘ICRA double A’ for its t 68.25 Crore Bank limits / facilities and short-term rating of “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating) for its t 595 Crore Bank limits / facilities.

4. INFORMATION SYSTEMS:

In your Company, information is considered as an important business asset and Information Security recommendations are implemented to provide adequate security to critical information assets in the organization.

The industry’s best security solutions and tools are implemented to ensure zero trust security in endpoints, servers, networks and cloud infrastructure with 24x7 monitoring mechanism to ensure security and high uptime. Your Company has stringent cyber security policy and it is monitored and managed by competent professionals round the clock. For network security, your Company has a ZERO tolerance policy

and all critical applications are accessible through secure channels. The Disaster Recovery (DR) site is maintained for critical business applications and DR Drills are conducted as per audit recommendations, in order to ensure business continuity and compliance.

The digital transformation initiatives are in progress across businesses, which include deployment of web-based and mobile applications and automation of business processes using Robotic Process Automation in order to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Use of the latest technologies like Artificial Intelligence (AI) and Machine Learning (ML) & Predictive analytics is in place.

5. MANUFACTURING FACILITIES:

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

Animal Feed:

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

Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh) and Barabanki (Uttar Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oils:

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

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. Your Company also continued to focus on manpower productivity and efficiency during the Financial Year under review and hence drives various learning and development interventions in this regard, in line with the organizational objectives. Your Company is also committed to foster employee engagement and connect, while maintaining a safe and healthy workplace. Your Company has several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. As on March 31, 2023, the total number of permanent employees of the Company was 2,747.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2022-23 to which the Financial Statements relate and the date of the Directors’ Report (i.e., from April 1,2023 upto May 9, 2023). The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports upto the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2022-23:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2022-23 at the rate of 95% (Ninety Five per cent), i.e., t 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing Thirty-Second Annual General Meeting (“32^nd AGM”).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Friday, July 28, 2023 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2022, mandates that dividends paid or distributed by a Company after April 1,2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 32^nd AGM, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2022-23 is in accordance with the Company’s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is made available on the website of the Company and can be accessed on the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

B. Status of Final Dividend Declared for the Financial Year 2021-22:

The Company had declared a Final Dividend at the rate of 95%, i.e., t 9.50/- (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, at its 31^st (Thirty-First) Annual General Meeting held on July 29, 2022 for the Financial Year 2021-22, aggregating to t 182,55,20,798/- (Rupees One Hundred Eighty Two Crore Fifty Five Lakh Twenty Thousand Seven Hundred Ninety Eight Only).

As on March 31, 2023, t 182,52,80,024.50 (Rupees One Hundred Eighty Two Crore Fifty Two Lakh Eighty Thousand Twenty Four and Paise Fifty Only) was paid and t 2,40,773.50 (Rupees Two Lakh Forty Thousand Seven Hundred Seventy Three and Paise Fifty Only) is lying in the Unpaid Dividend Account for the said Financial Year 2021-22.

The Final Dividend declared and paid for the Financial Year 2021-22 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company’s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2022-23.

10. SHARE CAPITAL:

Your Company’s Equity Share Capital position as at the beginning of the Financial Year 2022-23 (i.e., as on April 1,2022) and as at the end of the said Financial Year (i.e., as on March 31, 2023) was as follows:

Category of Share Capital		Authorized Share Capital				Issued, Subscribed & Paid-up Share Capital
		No. of Shares	Face Value Per Share (?)	Total Amount (?)		No. of Shares	Face Value Per Share (?)	Total Amount (?)
As on April 1,2022:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,12,960	10	192,11,29,600
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,12,960	10	192,11,29,600
As on March 31,2023:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,60,890	10	192,16,08,900
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,60,890	10	192,16,08,900

During the Financial Year 2022-23, your Company has allotted 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares of Face Value of t 10/- (Rupees Ten Only) each under the Godrej Agrovet Limited - Employees Stock Grant Scheme 2018 (“ESGS 2018”), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors administers, the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 (“ESGS 2018”), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company www.godreiagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2022-23.

Your Company has received an Annual certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that, during the Financial Year 2022-23, ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the

Shareholders. Any request for inspection of the said Certificate may please be sent to [email protected].

The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been made available on the website of the Company, viz., www.godreiagrovet.com.

12. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2022-23.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a)	Accepted during the Financial Year 2022-23		Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2022-23		Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the Financial Year 2022-23 and if so, number of such cases and total amount involved -
	(i) At the beginning of the year		Nil
	(ii) Maximum during the year		Nil
	(iii) At the end of the year		Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013		Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited (“GIL”), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2023, the shareholding of GIL in your Company was 12,47,14,957 (Twelve Crore Forty Seven Lakh Fourteen Thousand Nine Hundred and Fifty-Seven) Equity Shares of Face Value of ? 10/- (Rupees Ten Only) each, aggregating to 64.90% of the Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2022-23, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2022-23:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 64.77% of the Equity Share Capital as on March 31, 2023.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2023

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

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.91% as on March 31,2023 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2023, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

vi. Godrej Tyson Foods Limited:

Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.00% as on March 31,2023

vii. Godrej Maxximilk Private Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

15. JOINT VENTURE COMPANY:

During the Financial Year 2022-23, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

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

16. ASSOCIATE COMPANY:

During the Financial Year 2022-23, no company has become or ceased to be an Associate Company of your Company.

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

Your Company held 24% shareholding and 33.33% profit share in Al Rahba International Trading LLC, Abu Dhabi, United Arab Emirates (UAE) as on March 31,2023, which has been liquidated as on the date of this Report.

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2022-23, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2022-23.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2022-23, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2022-23, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2022-23 is being placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports.

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31,2023:

1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Jamshyd N. Godrej	Non-Executive & Non-Independent Director
3.	Ms. Tanya A. Dubash	Non-Executive & Non-Independent Director
4.	Ms. Nisaba Godrej	Non-Executive & Non-Independent Director
5.	Mr. Pirojsha Godrej	Non-Executive & Non-Independent Director
6.	Mr. Burjis Godrej	Executive Director
7.	Mr. Balram S. Yadav	Managing Director
8.	Dr. Ritu Anand	Independent Director

9.	Ms. Aditi Kothari Desai	Independent Director
10.	Ms. Roopa Purushothaman	Independent Director
11.	Mr. Natarajan Srinivasan	Independent Director
12.	Mr. Kannan Sitaram	Independent Director
13.	Dr. Ashok Gulati	Independent Director
14.	Ms. Ritu Verma	Independent Director

The following changes have taken place in the Directors of your Company during the Financial Year 2022-23 and till the date of this Report:
Name of Director	Date & Particulars of Change
Dr. Raghunath A. Mashelkar	Dr. Raghunath A. Mashelkar ceased to be the Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, on account of expiry of term of 5 (Five) years.
Ms. Natarajan Srinivasan	The first term of appointment of Mr. Natarajan Srinivasan as an “Independent Director” of the Company was liable to come to an end on July 17, 2022. Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors through a Resolution passed on May 28, 2022, had approved and recommended to the Shareholders, the re-appointment of Mr. Natarajan Srinivasan as an “Independent Director”, to hold office for a second term of 5 (Five) years i.e., w.e.f. July 18, 2022 upto July 17, 2027. Accordingly, the Shareholders of the Company by passing a Special Resolution through Postal Ballot (whose results were declared on July 4, 2022), approved the said re-appointment for a second term of 5 (Five) years, i.e., w.e.f. July 18, 2022 upto July 18, 2027.
Mr. Nadir B. Godrej Ms. Nisaba Godrej	In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Nadir B. Godrej and Ms. Nisaba Godrej, Non-Executive & Non-Independent Directors, were liable for retire by rotation at the 31st (Thirty-First) Annual General Meeting (AGM) of the Company on July 29, 2022 and being eligible and having offered themselves for re-appointment, were re-appointed at the said AGM.
Mr. Burjis Godrej	Mr. Burjis Godrej was appointed as an “Executive Director” by the Board of Directors of the Company at its Meeting held on February 4, 2022, to hold office for a term of 5 (Five) years commencing from November 1, 2022 upto October 31, 2027, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Mr. Balram S. Yadav	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 9, 2022, had approved the re-appointment of Mr. Balram S. Yadav as the “Managing Director” of the Company, for further period commencing from September 1, 2022 upto April 30, 2025, subject to the approval of the Shareholders at the 31st (Thirty-First) Annual General Meeting of the Company. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Ms. Ritu Verma	Ms. Ritu Verma was appointed as an “Additional Director” (Non-Executive & Independent) by the Board of Directors through a Resolution passed by Circulation on January 28, 2023, to hold office for a term of 5 (Five) years commencing from January 27, 2023 upto January 26, 2028, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed through Postal Ballot which concluded on March 4, 2023.
Ms. Tanya A. Dubash Mr. Jamshyd N. Godrej	Ms. Tanya A. Dubash [Director Identification Number (DIN): 00026028)], Non-Executive, NonIndependent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company and being eligible, has offered herself for reappointment, as a “Director” of the Company.
	Mr. Jamshyd N. Godrej (DIN: 00076250), Non-Executive & Non-Independent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment, with the continuation of such directorship being subject to the fulfilment of requirements under applicable laws, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2022-23.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2022-23:

1. Mr. Balram S. Yadav - Managing Director;

2. Mr. Burjis Godrej, Executive Director;

3. Mr. S. Varadaraj - Chief Financial Officer & Head - Legal & IT;

4. Mr. Vivek Raizada - Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

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

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2023, the following Directors on your Company’s Board were Independent Directors:

1.	Dr. Ritu Anand	Independent Director
2.	Ms. Aditi Kothari Desai	Independent Director
3.	Ms. Roopa Purushothaman	Independent Director
4.	Mr. Natarajan Srinivasan	Independent Director
5.	Mr. Kannan Sitaram	Independent Director
6.	Dr. Ashok Gulati	Independent Director
7.	Ms. Ritu Verma	Independent Director

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 9, 2023.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company’s website at https://www.godreiagrovet.com/sustainability/codes-and-policies.

The abovementioned criteria are reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company’s business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising his / her duties;

iii. exercise his/her responsibilities in a bona fide manner in the interest of the Company;

iv. devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

v. not allow any extraneous considerations that will vitiate his/her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board of Directors in its decision-making;

vi. not abuse his / her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

vii. refrain from any action that would lead to loss of his/her independence;

viii. where circumstances arise which make an Independent Director lose his / her independence, the Independent Director must immediately inform the Board accordingly;

ix. assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2022-23 are available on the website of the Company and can be accessed through the web-link https://www.godreiagrovet.com/investors/ compliance.

In opinion of the Board of Directors of your Company, the following Independent Directors of the Company, who have been appointed / re-appointed during the Financial Year 2022-23, possess the requisite integrity, expertise, and experience:

Sr. No.	Name of the Director	Term of 5 (Five) years for Appointment / Re-appointment
		From	To
1.	Mr. Natarajan Srinivasan	July 18, 2022	July 17, 2027
2.	Ms. Ritu Verma	January 27, 2023	January 26, 2028

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

The status of Proficiency Test of the Independent Directors conducted by IICA are as follows:

Sr. No.	Name of the Independent Director	Status of clearing the Proficiency Test
1.	Dr. Ritu Anand	Exempted
2.	Ms. Aditi Kothari Desai	Passed
3.	Ms. Roopa Purushothaman	Passed
4.	Mr. Natarajan Srinivasan	Exempted
5.	Mr. Kannan Sitaram	Exempted
6.	Dr. Ashok Gulati	Exempted
7.	Ms. Ritu Verma	Will appear

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

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

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Natarajan Srinivasan	Chairman, Non-Executive & Independent Director
2.	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3.	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

There were 4 (Four) Meetings of the Audit Committee held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2022-23, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. He has attended the Meetings of the Audit Committee held during the Financial Year 2022-23.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There was 1 (One) Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Nomination and Remuneration Committee. He has attended the Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23.

29. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders’ Relationship Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23 (i.e., on November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Stakeholders’ Relationship Committee. He has attended the Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ashok Gulati (#)	Chairman, Non-Executive & Independent Director
2.	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Balram S. Yadav	Member, Managing Director
4.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

(*) Dr. Raghunath A. Mashelkar ceased to be a Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, due to expiry of his term of 5 (Five) Years and consequently ceased to be the Chairman of the Corporate Social Responsibility Committee.

(#) Dr. Ashok Gulati, Independent Director has been inducted as the Chairman of Corporate Social Responsibility Committee with effect from August 10, 2022.

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022 and November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the CSR Committee. He has attended the Meetings of the CSR Committee held during the Financial Year 2022-23.

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group’s ‘Good & Green’ vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group’s Good & Green goals and have helped us carve out a reputation for being one of the most committed and responsible companies in the industry.

The CSR Policy of your Company is available on your Company’s website and can be accessed through the web-link https://www.godrejagrovet.com/sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2022-23, your Company was required to spend ? 7.85 Crore towards CSR Activities in terms of the mandatory provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, while the actual CSR spending for the year was ? 8.01 Crore. Thus, the mandatory amount for the Financial Year 2022-23 has been fully spent by the Company.

An amount of ? 0.09 Crore which remained unspent from your Company’s planned CSR budget and which is attributable to ongoing projects, has been transferred by the Company to Unspent CSR Account as on date.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2022-23 is annexed herewith as “Annexure - A”.

31. RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2022-23 (i.e., on July 29, 2022 & January 24, 2023).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

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

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

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

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

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

32. Managing Committee:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 10 (Ten) times during the Financial Year 2022-23, (i.e., on April 18, 2022, May 9, 2022, June 3, 2022, July 11, 2022, July 29, 2022, September 2, 2022, November 4, 2022, December 21, 2022, February 8, 2023 and March 20, 2023).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. Meeting of Independent Directors:

The Independent Directors met once during the Financial Year 2022-23, i.e., on May 9, 2022, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

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

34. Vigil Mechanism:

Your Company has adopted a Whistle Blower Policy (“Policy”) as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company’s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ‘Whistle Blowing Officer’ and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy. To support its people to overcome their ethical dilemmas and raise an ethical concern freely “Speak-up” was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors, distributors and consultants to easily raise their ethical concerns in any of the following ways:

Log on to the web portal

• Dial the hotline number Write to the Ethics E-mail id

• Reach out to the Whistle Blowing Officer

While raising a concern, the person can choose to remain anonymous. “Speak-up” ensures to maintain confidentiality for genuine concerns. The Audit Committee reviews reports made under this Policy and implements corrective actions, wherever necessary.

35. PERFORMANCE EVALUATION:

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

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

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

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

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

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

The Company has complied with the provisions relating to the constitution of ICCs under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31,2023:

1.	Ms. Neeyati Shah	Chairperson
2.	Mr. S. Varadaraj	Member
3.	Mr. Rahul Gama	Member
4.	Ms. Varsha Patankar	Member
5.	Mr. Deep Banerjee	Member
6.	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace (“POSH Policy”) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 1 (One) complaint under the POSH Policy during the Financial Year 2022-23 which has been resolved as on March 31, 2023.

37. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2022-23 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.

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

During the Financial Year 2022-23:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 57 of the Standalone Financial Statements, forming part of the Annual Report.

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2022-23, were on arm’s length basis and in the ordinary course of business.

During the Financial Year 2022-23, the Company has obtained approvals for entering into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm’s length price:

(i) Approval for entering into a transaction of purchase / direct transfer to a third party, a land admeasuring 71 Cents, situated at Ambattur, Tamil Nadu of Godrej and Boyce Manufacturing Company Limited (“G&B”);

(ii) Approval for payment of remuneration to Mr. Burjis Godrej, proposed Executive Director, a Related Party in terms of the provisions of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2022-23;

(iii) Approval for the transaction of sale of residential flat owned by the Company to Mr. Anurag Roy, Chief Executive Officer & Whole Time Director of Astec LifeSciences Limited, Subsidiary Company.

40. FRAUD REPORTING:

During the Financial Year 2022-23, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

41. INTERNAL FINANCIAL CONTROLS:

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

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

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

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm’s length basis, entered into with an intent to further the Company’s interests.

43. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2023) and of the profit and loss of the Company for that period (i.e., the Financial Year 2022-23);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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

44. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a detailed report on Corporate Governance forms a part of the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the “Secretarial Auditors” of your Company, have certified your Company’s compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

45. STATUTORY AUDITORS:

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 had recommended to the Shareholders the re-appointment of BSR & Co. LLP, Chartered Accountants, as the “Statutory Auditors” of the Company, for a second term of 5 (Five) years, to hold office from the conclusion of the 31^st (Thirty First) Annual General Meeting (“AGM”) till the conclusion of the 36^th (Thirty Sixth) AGM.

The Shareholders of the company at its 31^st (Thirty-First) AGM held on July 29, 2022 had approved the re-appointment of BSR & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) as the “Statutory Auditors” of the Company, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, to hold office for a second term of 5 (Five) years, i.e., from the conclusion of the 31^st (Thirty First) AGM, till the conclusion of the 36^th (Thirty Sixth) AGM.

46. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) were appointed by the Board of Directors at its Meeting held on May 9, 2022, as the “Cost Auditors” of the Company for the Financial Year 2022-23, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company at their 31^st Annual General Meeting (“AGM”) held on July 29, 2022, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2022-23, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai have been re-appointed by the Board of Directors, at its Meeting held on May 9, 2023, as the “Cost Auditors” of the Company for the Financial Year 2023-24, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 32^nd Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

47. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company, at its Meeting held on May 9, 2022, had appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2022-23 is annexed as “Annexure - B” to this Board’s Report.

The Board of Directors of your Company at its Meeting held on May 9, 2023, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.: P2014MH037400), who have provided their consent and confirmed their eligibility to act as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

48. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY:

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2022-23 of Creamline Dairy Products Limited (“CDPL”), an Unlisted Material Subsidiary of your Company, is annexed as “Annexure - C” to this Board’s Report.

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

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors’ Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 2022-23.

Except as stated below, there are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2022-23:

The Stock Exchanges had sought a clarification from the Company in February 2023 in relation to Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), regarding the composition of the Board, stating that half of the Board was not independent on November 1, 2022. In this connection, the Company has clarified that subsequent to Mr. Burjis Godrej joining the Board as an “Executive Director” with effect from November 1,2022, the Company has appointed Ms. Ritu Verma as an “Independent Director” with effect from January 27, 2023 [for a term of 5 (Five) years, i.e., upto January 26, 2028], thus reinstating the required optimal 50%-50% balance between Independent Directors and Non-Independent Directors, within a period of 3 (three) months as provided under Regulation 25(6) of the Listing Regulations. While the Company has duly deposited the penalty levied by the Stock Exchanges, the Company has also made an application for waiver of penalty amount, which is in process as on the date of this Report.

There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2021-22, which was received and noted during the Financial Year 2022-23. The Cost Audit Report for the Financial Year 2022-23 will be received in due course.

50. LISTING FEES:

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

51. DEPOSITORY SYSTEM:

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CdSL is INE850D01014.

52. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company’s success and growth.

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

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the “Annexure - D” to this Directors’ Report.

54. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company’s website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies. pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

The key policies that have been adopted by your Company are as follows:

1.	Risk Management Policy	The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in place an adequate risk management infrastructure capable of addressing these risks. In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2.	Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company’s strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.

3.	Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c) and Regulation 24 of the Listing Regulations. As on March 31, 2023, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5.	Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7.	Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for Prevention of Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.

13.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information (“UPSI”) without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company’s securities. In general, this Policy aims to maintain the uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.
14.	Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2022-23.
15.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17.	Human Rights Policy	Your Company has in place, a Human Rights Policy which demonstrates your Company’s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

55. SECRETARIAL STANDARDS:

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

56. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company has prepared its Business Responsibility & Sustainability Report (BRSR) for the Financial Year 2022-23, in accordance with the Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR seeks disclosures from listed entities on their performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct (NGBRCs) and reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis.

57. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2022-23 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as “Annexure - E” to this Report.

58. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (1ST) to 5.00 p.m. (1ST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 32^nd (Thirty-Second) Annual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and / or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

59. ADDITIONAL INFORMATION:

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

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

The Audited Annual Financial Statements and related information of the Company’s Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at [email protected].

The Subsidiary Companies’ Financial Statements are also available on the Company’s website https://www.godreiagrovet.com/investors/annual-reports. pursuant to the provisions of Section 136 of the Companies Act, 2013.

60. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

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

61. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2022-23, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual Report.

62. CAUTIONARY STATEMENT:

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

63. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

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

Sd/-

Nadir B. Godrej Chairman (DIN: 00066195)

Date: May 9, 2023 Place: Mumbai

---

Mar 31, 2023

Your Company’s Directors have pleasure in presenting the Board’s Report along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

Review of Operations / Financial Summary

Your Company’s performance during the Financial Year as compared with that during the previous Financial Year is summarized below:

	('' Crore)	('' Crore)
Particulars	2022-23	2021-22
Revenue from Operations	4,487.96	3,339.60
Other Income	69.00	74.61
Total Income	4,556.96	3,414.21
Total Expenditure other than Finance Costs and Depreciation and Amortisation	3,767.80	2,955.69
Profit before Finance Costs, Depreciation and Amortisation	789.16	458.52
Depreciation and Amortisation	78.96	74.80
Profit before Finance Costs, exceptional items and Tax	710.20	383.72
Finance Costs (net)	477.63	363.90
Exceptional Item	-	(64.01)
Profit / (Loss) before Tax	232.57	(44.19)
Provision for Current Tax	-	-
Provision for Deferred Tax	-	-
Net Profit / (loss)	232.57	(44.19)
Surplus brought forward	400.28	444.47
Profit after Tax available for appropriation	632.85	400.28
Appropriation
Dividend on Equity Shares	-	-
Tax on Distributed Profit	-	-
Transfer to General Reserve	-	-
Surplus Carried Forward	632.85	400.28

Share Capital

The Paid-up Equity Share Capital as on March 31,2023 was ''33,66,38,257/- (Rupees Thirty Three Crore Sixty Six Lakh Thirty Eight Thousand Two Hundred Fifty Seven Only) divided into 33,66,38,257 (Thirty Three Crore Sixty Six Lakh Thirty Eight Thousand Two Hundred Fifty Seven) Equity Shares of Face Value of ''1/- (Rupee One Only) each. During the Financial Year under review, your Company has allotted 53,944 (Fifty Three Thousand Nine Hundred and Forty Four) Equity Shares of Face Value of ''1/- (Rupee One Only) each pursuant to exercise of Options by the employees of the Company under Godrej Industries Limited-Employee Stock Grant Scheme, 2011 (ESGS 2011).

Debentures

Your Company has privately placed Non-Convertible Debentures of ''550 Crore (Rupees Five Hundred and Fifty Crore) [by way of 2 Series of ''250 Crore (Rupees Two Hundred and Fifty Crore) and ''300 Crore (Rupees Three Hundred Crore)] during the Financial Year 2022-23, which are listed on the Debt Segment of the National Stock Exchange of India Limited. Further, your Company is in compliance with the SEBI Circular having reference number SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021.

As on March 31,2023, your Company has outstanding Non-Convertible Debentures aggregating to ''3,550 Crore (Rupees Three Thousand Five Hundred and Fifty Crore).

Dividend / Dividend Distribution Policy

Your Company has not declared Dividend for the Financial Year 2022-23. Further, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is made available on the website of the Company and the same can be accessed on http://www.godreiindustries.com/listing-compliance.aspx

industry Structure and Development

The World Economic Outlook (WEO) forecasts global growth to fall from 3.4 percent in 2022 to 2.8 percent in 2023, before settling at 3.0 percent in 2024. Advanced economies are expected to see an especially pronounced growth slowdown, from 2.7 percent in 2022 to 1.3 percent in 2023. Global headline inflation in the baseline is set to fall from 8.7 percent in 2022 to 7.0 percent in 2023 on the back of lower commodity prices but underlying (core) inflation is likely to decline more slowly.

India’s growth continues to be resilient despite some signs of moderation in growth, says the World Bank in its latest India Development Update.

The World Bank has revised its FY23/24 GDP forecast to 6.3 percent from 6.6 percent (December 2022). Growth is expected to be constrained by slower consumption growth and challenging external conditions. Rising borrowing costs and slower income growth will weigh on private consumption growth, and government consumption is projected to grow at a slower pace due to the withdrawal of pandemic-related fiscal support measures.

Although headline inflation is elevated, it is projected to decline to an average of 5.2 percent in FY23/24, amid easing global commodity prices and some moderation in domestic demand. The Reserve Bank of India’s has withdrawn accommodative measures to rein in inflation by hiking the policy interest rate. India’s financial sector also remains strong, buoyed by improvements in asset quality and robust private-sector credit growth.

Real Estate Sector

India’s real estate market is expected to exhibit a growth rate (CAGR) of 9.2% during 2023-2028. FY’23-24 will see a strong foundation as there will be more buyers. Multiple rating agencies have calculated that the Indian economy is estimated to grow by 8-9%, which will ultimately drive the growth in the real estate market. Along with important policy initiatives such as “Housing for All” and the Pradhan Mantri Awas Yojana, the government has been developing and constructing infrastructure mega-projects like highways, new airports, metros, etc. These factors will stimulate both the quantitative and qualitative growth of real estate holdings. Intriguingly, real estate in Tier 2 and Tier 3 markets will also grow rapidly, generating substantial returns for investors.

Agri Sector

The agricultural sector is a central pillar of the Indian economy, employing 60 per cent of the nation’s workforce and contributing to about 17 per cent of its GDP. The Indian economy is an agro-economy, which is highly dependent on the cycle of production, distribution and consumption. Since more than half of the population of India indulges in agriculture, the importance of agriculture in the economy is highlighted with two important factors. Firstly, it provides employment opportunities to rural agricultural and non-agricultural labourers. Secondly, it plays a significant role in international trade and import and export activities.

India''s foodgrain production is estimated at an all-time high of 323.55 million tonnes in the current crop year ending June’22, driven by the projection of a record output of rice, wheat and pulses. Backed by remunerative prices globally, India’s agri export reached all-time high of ''32 billion in FY22-23, a growth of 11% year-on-year.

In 2023, Monsoon season is expected to be normal with expected rainfall at 96% of Long-period average (LPA). While it is too early to predict evolving El-Nino conditions, any kind of impact is likely to be in the

end-stages of monsoon. Agriculture output is expected to remain robust and with positive government support, the sector is likely to continue on a high growth path.

The redressal measures are also high up on the government agenda. Through the introduction of various welfare schemes the government is indeed continuously engaged in addressing these challenges, and relevant departments are involved in the administration of existing programmes and policies.

Chemicals Sector

Oleo chemicals are used by various sectors like Personal Care and Home Care, Cosmetics, Food & Beverage, Pharmaceutical etc. Increase in demand for green chemicals, high demand from end-use industries, and easy availability of raw materials are the key factors driving the demand for oleochemicals.

Furthermore, environmental regulations are becoming increasingly stringent and non-renewable resources are depleting which allows oleochemicals to replace the currently used petroleum-based products.

Fatty Acids, Fatty Alcohol and Specialty Chemicals used by this segment is growing at a healthy rate. Furthermore, Consumer awareness and use of Hygiene and cleansing products has increased which helps demand of surfactants and specialty Chemicals. Demand for Glycerine looks good.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations, 2015 is appended as Annexure A'' to this Report.

Subsidiary and Associate Companies:

GODREJ AGROVET LIMITED (GAVL)

Godrej Agrovet Limited (GAVL) delivered a revenue growth of 13% in FY23 primarily driven by market share gains in Animal Feed and robust volume growth in branded products in food businesses i.e. Dairy and Poultry. GAVL’s Domestic crop protection business also achieved a healthy growth in some of the key products such as HITWEED (in-house herbicide) and GRACIA (in-licensed insecticide). Creamline Dairy Private Limited (CDPL) achieved a revenue milestone of ''1,500 Crore while Godrej Tyson Foods Limited crossed ''1,000 Crore in FY23. However, consolidated profitability was adversely impacted mainly due to a drop in operating margins of Crop Protection, Animal Feed and Dairy businesses.

GAVL’s subsidiary, Astec LifeSciences Limited, commissioned a new state-of-the-art Research & Development centre, named “Adi Godrej Centre for Chemical Research and Development” in Maharashtra in April’23. During the year, GAVL also commissioned a new Fish feed manufacturing facility in Uttar Pradesh and commenced construction of Crude palm oil Refinery & Solvent Extraction plant.

animal feed business

GAVL’s Animal Feed business gained further market share in an otherwise difficult year for the Indian feed industry. Animal Feed business recorded 14% year-on-year revenue growth in Financial Year 2022-23 led primarily by Cattlefeed and Aqua feed categories. Volume growth was ahead of the industry average. Cattlefeed segment continued to reinforce its dominant position in Western region steered by portfolio of new products launched in past couple of years. Aqua feed segment

also recorded a double-digit growth in volumes in Financial Year 2022-23 led by market share gains in fish feed across key markets.

On profitability front, Financial Year 22-23 was a challenging year for the feed industry, partly owing to few instances of unforeseen Government interventions in both input as well as output prices which resulted in the GAVL’s inability to fully pass on higher input costs. GAVL’s Aqua feed segment suffered from active price controls by State Government resulting in lack of transmission of input cost inflation. One-off margin contraction in Q1 FY23 owing to Government’s knee-jerk reaction of allowing imports of soybean meal loomed large over the entire year as GAVL’s animal feed business recorded drop in profitability.

crop protection business

For GAVL’s standalone Crop Protection Business (CPB), FY23 was a relatively mixed year. The segment registered a prompt recovery in topline while also achieving highest ever sales for the business. The sales growth was led by in-house portfolio comprising of HITWEED range of herbicides coupled with in-licensed insecticides, GRACIA, which was launched only in Feb’22. Herbicides portfolio registered record volumes in Financial Year 2022-23 while GRACIA achieved a very important volume milestone in its first year of the launch itself. GAVL also achieved a substantial improvement in the working capital cycle and collections for the Crop protection business driven by concerted efforts in maintaining credit hygiene. However, margin profile was impacted due to lower volumes in the Plant Growth Regulators (PGR) category and pricing pressure.

vegetable oil business

GAVL is the largest oil palm processor in India and works directly with more than 9,000 farmers for the entire lifecycle of the crop. Financial Year 2022-23 was another good year for GAVL’s Vegetable Oil Palm business with growth in both topline and profitability despite high base of pervious year. GAVL also achieved further improvement in Oil extraction ratio by ~45 bps and a consistent volume growth in Financial Year 2022-23 as compared to the previous year.

Vegetable oil business was also benefitted from the sharp increase in Crude Palm Oil (CPO) and Palm Kernel Oil (PKO) prices to record high levels in Q1 FY23 owing to three-week exports ban by Indonesian Government, a largest producer and exporter of palm oil.

In Financial Year 2022-23, GAVL’s Vegetable Oil Palm business became the first in the country to be awarded a verification Certification under the Indian Palm Oil Sustainability (IPOS) Framework. Certification is issued by Control Union, an independent international certification body, in recognition of the sustainable practices adopted by oil palm business.

Review of Operations / State of Affairs of the Subsidiaries of GAVL:

astec lifesciences limited

GAVL’s agrochemical subsidiary, Astec LifeSciences Limited, faced volume headwinds and price corrections in both exports as well as domestic markets. Astec reported decline in revenues and margins in Financial Year 2022-23 as compared to the previous year. Nonetheless, Astec’s performance in contract manufacturing (CMO) segment was in line with the expectations with 1.9x growth in revenues as compared to the previous year.

In April’23, Astec inaugurated a new state-of-the-art Research & Development centre, named “Adi Godrej Centre for Chemical Research and Development” in Rabale, Maharashtra. Continued investment in a future-ready Research & Development facility reflects Astec’s commitment to long-term growth and value creation.

GAVL continues to hold 64.8% stake in Astec as on March 31,2023.

creamline dairy products limited

GAVL’s dairy subsidiary, Creamline Dairy Products Limited (“CDPL”), reported 28% year-on-year increase in segment revenues in Financial Year 2022-23 crossing ''1,500 Crore sales mark for the first time. Outstanding volume performance in Financial Year 2022-23 was led by value-added products (VAP) portfolio which grew by 37% year-on-year supported by 10% growth in liquid milk volumes. Growth in VAP portfolio was ahead of the industry peers in South India and was led by market share gains in some of the key markets, primarily in curd, buttermilk, milk-based flavoured drinks and Ghee. Share of VAP in total sales increased to 32% in Financial Year 2022-23 from 29% in Financial Year 2021-22.

While CDPL fared much better in volume and topline growth as compared to previous year, margin profile was impacted by continued rise in milk procurement costs. Price hikes taken during the year were rendered inadequate by sustained rise in input costs throughout the year. For third consecutive year, the industry continued to suffer from weak flush season on account of untimely & heavy rains in South India coupled with outbreak of Lumpy skin disease in certain parts of the country.

godrej tyson foods limited

GAVL subsidiary, Godrej Tyson Foods Limited (“GTFL”) achieved a crucial ''1,000 Crore sales milestone for the first time in Financial Year 2022-23. It was one of the best years in terms of financial and operational performance for GTFL as the business reported a stellar topline growth of 28% for the second consecutive year as a result of robust volume performance in branded categories coupled with recovery in live bird prices. Segment results also recovered sharply and grew by 3.1x year-on-year to close the year at ''16.1 Crore in Financial Year 2022-23.

Amongst branded categories, Real Good Chicken (RGC) registered a volume growth of more than 50% for the second straight year on the back of QSR and Institutional sales. Profitability of RGC category has also improved substantially and despite volatilities in live bird prices, RGC consistently reported improvement in contribution margin. Yummiez portfolio recorded more than 30% growth in volumes led by new product development initiatives.

godrej maxximilk private limited

Godrej Maxximilk Private Limited (“GMPL”) is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion. GMPL is a 100% owned subsidiary of GAVL. During the year, GAVL infused additional investment of ''20 Crore in GMPL for business expansion and day-to-day operations. For the Financial Year 2022-23, GMPL reduced Loss Before Tax to (''4.70 Crore) from (''9.77 Crore) in the previous year.

Joint Venture of GAVL:

aci godrej agrovet private limited, Bangladesh

Godrej Agrovet’s 50:50 joint venture with Advanced Chemical Industries Limited (ACI), Bangladesh, named ACI Godrej Agrovet Private Limited, maintained robust growth momentum by further consolidating its market share in Bangladesh across categories and recording 26% year-on-year growth in topline.

overview of operations

Godrej Properties delivered another record year in FY 2022-23 by achieving the highest sales in its history, surpassing the industry growth. This was driven by continued focus across bringing better products with consumer centric approach, delivering best in class quality consistently and enhancing customer’s trust on the brand.

Godrej Properties achieved a sales volume of 15.2 million square feet and booking value of ''12,232 Crore in FY 2022-23, resulting in a growth of 56% Y-o-Y. This was the highest recorded booking value in the history of the Company. This was evenly distributed across its four key geographies, each delivering more than 2 million sq. ft. sales and sales value of more than ''2,000 Crore in all its four focus markets.

Godrej Properties launched 24 new projects / phases in FY 2022-23, including Godrej Horizon in Mumbai and Godrej Splendour in Bengaluru, both of which clocked around ''1,000 Crore within a year of its launch. These remained amongst the most successful residential project launches for Godrej Properties. The new project launches were complemented by ''6,026 Crore of sustenance sales in FY 2022-23 which, again was the highest ever for the company.

Godrej Properties added eighteen new projects with saleable potential of around 29 million sq. ft. to

Godrej Consumer Products is a leading emerging markets company. As part of the 126-year young Godrej Group, the company is fortunate to have a proud legacy built on the strong values of trust, integrity, and respect for others. At the same time, it’s growing fast and has exciting, ambitious aspirations.

GCPL ranks among the largest Household Insecticide and Hair Care players in emerging markets. In Household Insecticides, it is the leader in India, the second largest player in Indonesia and is expanding its footprint in Africa. GCPL is the leader in serving the Hair Care needs of women of African descent, the number one player in Hair Colour in India and Sub-Saharan Africa, and among the leading players in Latin America. It ranks number two in Personal Wash and Hygiene in India and is the number one player in Air Fresheners and Wet Tissues in Indonesia.

GCPL is confident that with its clear strategic focus, differentiated product portfolio, superior execution, and an agile and high-performance culture, it will continue to deliver industryleading results in the future.

GODREJ CAPITAL LIMITED (GCL)

Godrej Capital Limited (GCL), a subsidiary of your Company, is a Non-Banking Finance Company -Core Investment Company (NBFC-CIC) (exempt from registration). During the year, post requisite approvals, Godrej Housing Finance Limited (GHFL), a Non-Banking Finance Company -Housing Finance Company and Godrej Finance Limited (GFL), a Non-Banking Finance Company became wholly owned subsidiaries of GCL. The consolidated Total Income of GCL for FY 2022-23 is ''346.91 Crore as compared to ''54.86 Crore in the previous year.

Other Subsidiaries

Godrej International Trading & Investments Pte Ltd (GITI) is registered and located in Singapore and trades palm and soya oil as well as by-products.

Godrej International Limited (GINL) is incorporated in the Isle of Man and is a wholly owned subsidiary of the Company.

FY 2022-23 was rather tame relative to FY 2021-22. Vegetable oil prices started the year on a firm note as a result of the Ukraine war but began to slide from June onwards. High prices had led to demand destruction and better weather also led to better production of oilseeds in most parts of the world. Our companies kept pace with market developments and correctly anticipated the gradual decline in prices in the Second Half of the year. Our Supply Chain strengths continued to give our consuming companies, GCPL and GIL an edge over the competition. Our companies maintained profitability but turnover declined as result of lower unit prices.

Financial Position

The Net Debt Position at the end of the Financial Year stands at ''6,009 Crore as compared to ''5,240 Crore in the previous year. The Net debt equity ratio is 3.50 as compared to 3.53 in the previous year.

Your Company continues to hold the topmost rating of [ICRA] A1 from ICRA & “CRISIL A1 ” from CRISIL for its commercial paper program (''2,500 Crore) (previous year ''2,000 Crore). Instruments with these ratings are considered to have very strong degree of safety regarding timely payment of financial obligations. Such securities carry lowest credit risk.

For the Non-Convertible Debentures (NCD) programme of ''5,000 Crore (previous year ''3,000 Crore)

CRISIL has assigned “CRISIL AA” and ICRA has assigned “ICRA AA” with stable outlook. This rating is considered to have high degree of safety regarding timely servicing of financial obligations. Such securities carry very low credit risk.

ICRA has also reaffirmed an [ICRA] A1 / AA(Stable) rating for our short term/Long term banking facilities (''2,140 Crore), (previous year ''2,140 Crore).

Report on Performance and Financial Position of Subsidiary Companies:

Report on Performance and Financial Position of each of the Subsidiaries, Associates, Joint Venture companies in Form AOC-1, forms a part of the Consolidated Financial Statements.

Loans, Guarantees & Investments

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments by the Company under the aforesaid provisions during the Financial Year 2022-23 have been provided in the Notes to the Standalone Financial Statements.

Related Party Transactions

In compliance with the Listing Regulations, the Company has a policy on Materiality of Related Party Transactions and dealing with Related Party Transactions (RPT Policy). The RPT Policy can be accessed on the website of the Company, viz. http://www.godreiindustries.com/listing- compliance.aspx.

All Related Party Transactions entered into by your Company during the Financial Year 2022-23 were on an arm’s length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company. Requisite prior approval of the Audit Committee of the Board of Directors was obtained for Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Section 134(3)(h) and Section 188 of the Companies Act, 2013 read with the Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Attention of Members is also drawn to the disclosure of transactions with related parties set out in Note No.41 of Standalone Financial Statements, forming part of the Annual Report. None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company. Further, the Company has not entered into any transactions with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company during the Financial Year 2022-23.

Manufacturing Facilities

Your Company has manufacturing units at Ambernath, Valia, Wadala and Dombivli.

Both Valia and Ambernath factory are currently certified as per latest ISO standards, i.e., ISO 9001:2015 (QMS), ISO 14001:2015 (EMS) and ISO 45001:2018 (OH&S). Valia is also ISO 50001:2018 (EnMS) certified.

Ambernath completed IATF (Automotive certification for tyres industries) and responsible care certification whereas Valia become first chemical manufacturing company in India to receive Platinum rating in Green Co Audit by CII. Both the units are compliant on SMETA 4.0 Pillar and are certified by BVQI. The units are audited on- Labor Standards, Health and Safety, Environment and Business Ethics.

GIL Chemicals received the prestigious Earth Care Award under the category Innovation in GHG emissions by JSW and TOI.

From a sustainability transparency and disclosure standpoint, we were ranked “B” in CDP’s (Climate Disclosure Program) India’s Climate Change and Water Security Disclosure Index 2022 and B in Forest-Palm Oil Disclosure. We also secured the Silver rating on the Eco Vadis Platform for our Valia and Ambernath units.

Our Ambernath Factory is a “Responsible Care” certified factory and Ambernath Factory received the award for ‘Best implementation of Responsible Care - Security Code’ by the Indian Chemical Council (ICC) and our Valia plant has started its journey to implement Responsible Care guiding principle and process codes this year.

Ambernath plant is also certified with ISO 22716:2007 for COSMETIC- GOOD MANUFACTURING PRACTICES (GMP). The site is also certified with FOOD SAFETY SYSTEM CERTIFICATION 22000 for refined glycerine manufacturing.

Valia Factory has also been recognized by Union of Japanese Scientists & Engineers (JUSE) for 5S Workplace Management system.

Also GIL, won Diamond Award at 1^st HR Conclave held by Quality Circle Forum of India at Surat for New Normal and 5S and Won Platinum Award at 4^th HR Conclave held by Quality Circle Forum of India at Vadodara for CSR/Community Development Initiatives.

From Valia Factory, our 2 teams participated in ACCQC 2022 and both teams won Gold Award. Also, one team participated in QCFI Vadodara Chapter for their Kaizen of converting wooden pallets into MS pallets from waste MS pipes and won Gold Award.

Godrej Industries Limited received an award on “Outstanding Commitment to COVID controls FY 21 & 22” during GILAC Annual OHS Conference on Thursday, 25^th August, 2022.

Majority of our C16-C18 alcohol grades are covered under COSMOS certification. The certification helps labelling the product as natural or organic. The majority of the finished products at both locations are Kosher certified, HALAL certified and some are also REACH registered to meet the EU regulation.

In new product domain, the unit has started commercial production for Coco Betaine, & Glyceryl Mono Oleate. Ginophos CD & BioGod are also in pipeline for commercialization.

We have completed gate-to-gate life cycle assessments for the surfactant product Alpha Olefin Sulfonate and Bio surfactants both at Ambernath & Valia.

The Company is one of the leading Indian Entity to be a part of Roundtable on Sustainable Palm Oil (RSPO) and Action of Sustainable Derivatives (ASD). ASD brings together major beauty, home and personal care and other oleochemical companies and is led by BSR & Transitions to enable sustainable production and sourcing of palm oil and palm kernel oil derivatives.

For both the units Valia and Ambernath, we have done third party verification audit of Energy, GHG emissions, water and waste.

We have signed for Science based target initiative (SBTi) and submitted our inventory, targets and road map for validation.

GIL Chemicals certified as a Great Place To Work organization and GIL was recognized as India''s Top 50 Best Workplaces in Manufacturing 2023.

The Dombivli unit has flexibility of producing multiple value-added products, mainly fatty esters and amide, used in personal and home care products.

Research and Development (R&D)

During the year under consideration, R&D has continued its progress & quest for innovations. Many new concept ingredients with applications in Home, Personal care, Oil & Gas industry, Metal Working Fluids were researched and introduced, thus securing newer avenues and customers for existing as well as new product ranges.

R&D continues its efforts in bringing the new technologies and has tied up with some CSIR institutes for technical collaborations, besides the exhaustive inhouse developments. Our emphasis on green and sustainable technologies and product was further strengthened by extensive research in Fermentation technology and Biocatalysis. The fermentation products for Home & Personal care, Agri and animal nutrition, and industrial uses are being extensively sampled. We are giving lot of emphasis on the Biocatalytic processes and trying to see if we could convert some of the existing chemical processes to biocatalysis route. This will be highly sustainable due to low process temperatures, better kinetics and lower impurities. May need optimization in standardizing and enzyme availability for all types could be challenge.

For our Sophorolipid, the Company is trying to develop many applications besides Home and personal care, like Agricultural, Animal nutrition and other industrial, which can help in increasing the volume sale of Sophorolipids.

Human Resource Development and industrial Relations

During the year under review, industrial relations at all plant locations remained harmonious. We continued to prioritize workers welfare by providing a supportive working environment through various means. Proactively, actions were taken to address various needs of workers through forums like Grievance Handling Mechanism. Long term settlement was signed off between Union and GIL across all our factories. On the Human Resource Development front, efforts made to engage employees and enable them to perform at their best. Employees were provided with innovative platforms to learn and grow, by leveraging both digital and classroom modes. At the same time health and wellbeing was given highest priority. Various sessions and webinars were conducted focusing on mental & physical health. There was special emphasis on strengthening our organizational culture through voice of employees & stakeholders. Leadership connect and communication throughout the year played a significant role in building a high performance culture. Further employees were duly recognized and appreciated in various forums for their contributions to the organization. Our work practices were also recognized by Great Place To Work and we were featured among the Top 50 Best Workplaces in Manufacturing. Thus all round efforts were made to drive employee motivation, experience and performance which in turn translated into excellent business results. The total number of persons employed in your Company as on March 31,2023 were 1,078.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report highlighting your Company’s sustainability initiatives is appended as ‘Annexure B’. This Report describes the initiatives taken by the Company from an environment, social and governance perspective.

Employee Stock Grant Scheme 2011 (ESGS)

The details of the grants allotted under Godrej Industries Limited - Employee Stock Grant Scheme, 2011 (ESGS 2011), as also the disclosures in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, have been uploaded on the website of the Company at www.godreiindustries.com.

The Nomination and Remuneration Committee of the Board of Directors administers and monitors the ESGS 2011. The Board of Directors confirm that the ESGS 2011 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members. The Board further confirms that there have been no changes in the ESGS 2011 Scheme during the Financial Year 2022-23. The Certificate, obtained from M/s. A.N. Ramani & Co, Practising Company Secretary in this regard, shall be kept open for inspection by the Members during the ensuing 35^th (Thirty Fifth) Annual General Meeting.

Fixed Deposits

The details of deposits covered under Chapter V of the Companies Act, 2013, i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2022-23 are as follows:

Sr. No.	Particulars	Details ('' Crore)
(i)	Deposits accepted during the Year	Nil
(ii)	Deposits remained unpaid or unclaimed during the Year:
	Matured Deposits with the Company	0.03
(iii)	Whether there has been any default in repayment of deposits or payment of interest thereon during the Year and if so, number of such cases and total amount involved:
	a. At the beginning of the Year:	Nil
	b. Maximum during the Year:	NIl
	c. At the end of the Year:	Nil
(iv)	Details of deposits which are not in compliance with the requirements of Schedule V
	of the Companies Act	Nil

Your Company is currently not accepting public deposits and has not accepted any deposits from its Directors during the Financial Year 2022-23.

Directors

(a) Re-appointment of Chairman & Managing Director

During the year under review, Mr. Nadir Godrej (DIN: 00066195) was re-appointed as the “Managing Director” (designated as the ‘Chairman & Managing Director’) of the Company for a period of 3 (three) years starting from April 1, 2023 upto March 31,2026.

(b) Appointment / Re-appointment of Non-Executive Directors

Upon recommendation of the Nomination and Remuneration Committee and the Board of Directors at their Meetings held on May 21, 2021 and as per approval granted by the Shareholders of the Company dated June 29, 2022, Mr. Pirojsha Godrej (DIN: 00432983) was appointed as the “Director (Non-Executive)” of the Company with effect from April 1, 2022, liable to retire by rotation.

Further, the Nomination and Remuneration Committee and the Board of Directors of the Company at their Meetings held on May 19, 2023 have approved below:

1. Re-appointment of Mr. Mathew Eipe (DIN: 00027780) as the Independent Director (Non-Executive Director) of the Company for his second term starting from May 13, 2024 upto June 6, 2027.

2. Re-appointment of Dr. Ganapati Yadav (DIN: 02235661) as the Independent Director (Non-Executive Director) of the Company for his second term starting from May 13, 2024 upto September 13, 2027.

The above re-appointment of Independent Directors is subject to approval of the Shareholders of the Company.

(c) Directors liable to retire by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Jamshyd Godrej (DIN: 00076250) Director of the Company is liable to retire by rotation at the ensuing 35^th (Thirty Fifth) AGM, and being eligible, has offered himself for re-appointment.

(d) Resolutions to be passed at the ensuing AGM

Appropriate resolutions for re-appointment of Mr. Mathew Eipe (DIN: 00027780) and Dr. Ganapati Yadav (DIN: 02235661) as the Independent Directors of the Company and Mr. Jamshyd Godrej (DIN: 00076250), Director liable to retire by rotation are being moved at the ensuing 35^th (Thirty Fifth) AGM, which the Board recommends for your approval.

(e) Composition of Board of Directors

As on the date of this Board’s Report, i.e., as on May 19, 2023 your Company’s Board of Directors comprises of the following Directors:

Name of the Director	Director Identification Number (DIN)	Category
Mr. Nadir Godrej	00066195	Chairman & Managing Director
Mr. Jamshyd Godrej	00076250	Non-Executive Non-Independent Director
Mr. Pirojsha Godrej	00432983	Non-Executive Non-Independent Director
Ms. Tanya Dubash	00026028	Executive Director & Chief Brand Officer
Mr. Nitin Nabar	06521655	Executive Director & President (Chemicals)
Mr. Mathew Eipe	00027780	Non-Executive Independent Director
Dr. Ganapati Yadav	02235661	Non-Executive Independent Director
Ms. Monaz Noble	03086192	Non-Executive Independent Director
Ms. Shweta Bhatia	03164394	Non-Executive Independent Director
Mr. Sandeep Murthy	00591165	Non-Executive Independent Director
Mr. Ajaykumar Vaghani	00186764	Non-Executive Independent Director

(f) Declaration of Independence from Independent Directors

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of provisions of Section 134(3)(d) of the

Companies Act, 2013, the Board of Directors of your Company have taken note of these declarations of independence received from all the Independent Directors and have undertaken due assessment of the veracity of the same. The Board of Directors is of the opinion that the Independent Directors of your Company possess requisite qualifications, experience, expertise (including proficiency) and they hold the highest standards of integrity that enables them to discharge their duties as the Independent Directors of your Company. Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.

(g) Board Meetings

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

4 (Four) Meetings of the Board of Directors were held during the Financial Year 2022-23 (i.e. on May 27, 2022, August 12, 2022, November 14, 2022 and February 13, 2023). The maximum gap between two Board Meetings did not exceed 120 (One Hundred and Twenty) days. The details of Board Meetings and the attendance record of the Directors are provided in the Report on Corporate Governance section of the Annual Report.

All the Board Meetings during the year were conducted through Video Conferencing.

(h) Performance Evaluation of the Board of Directors, its individual members, and its Committees

In terms with the Policy for Evaluation of the Performance of the Board of Directors of the Company, we conducted a formal Board Effectiveness Review, as part of our efforts to evaluate the performance of our Board and identify areas that need improvement, in order to enhance the effectiveness of the Board, its Committees, and Individual Directors. This was in line with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Chairperson and the Nomination and Remuneration Committee of the Board to design and execute this process. It was later adopted by the Board. Each Board Member completed a confidential online questionnaire, sharing vital feedback on how the Board currently operates and how its effectiveness could be improved. The survey comprised of below sections and compiled feedback and suggestions on:

• Board Processes (including Board composition, strategic orientation and team dynamics);

• Individual Committees;

• Individual Board Members;

• the Chairman and

• Declaration of independence from Independent Directors

The criteria for Board processes included Board composition, strategic orientation and team dynamics. Evaluation of each of the Board Committees covered whether they have well-defined objectives, the correct composition, and whether they achieved their objectives. The criteria for Individual Board Members included skills, experience, level of preparedness, attendance, extent of contribution to Board debates and discussion, and how each Director leveraged their expertise and networks to meaningfully contribute to the Company. The criteria for the Chairperson’s evaluation included leadership style and conduct of Board Meetings.

The following reports were created as part of the evaluation:

• Board Feedback Report;

• Individual Board Member Feedback Report;

• Chairman''s Feedback Report

Further, the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The overall Board Feedback Report was facilitated by Mr. Nadir Godrej, Chairman with Independent Directors. Feedback from the Committees and Individual Board Members was shared separately with the Chairman and the Directors. Following the evaluation, a Feedback Reports were compiled.

(i) Nomination and Remuneration Policy

The Company’s Nomination and Remuneration Policy for Directors, Key Managerial Personnel, and other employees can be accessed on the Company’s website at http://www.godreiindustries.com/ listing-compliance.aspx. The Company’s total rewards framework aims at holistically using elements such as fixed and variable compensation, long-term incentives, benefits and perquisites, and noncompensation elements (career development, work-life balance, and recognition). The Non-Executive Directors receive sitting fees and Independent Directors receive commission in accordance with the provisions of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee, the Board had framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Board Appointment Policy are stated below:

Board Appointment Policy - Godrej Industries Limited (the “Company”)

The Company is committed to equality of opportunity in all aspects of its business and does not discriminate on the grounds of nationality, race, colour, religion, caste, gender, gender identity or expression, sexual orientation, disability, age or marital status.

The Company recognises merit and continuously seeks to enhance the effectiveness of its Board. The Company believes that for effective corporate governance, it is important that the Board has the appropriate balance of skills, experience and diversity of perspectives.

Board appointments will be made on merit basis and candidates will be considered against objective criteria with due regard for the benefits of diversity on the Board. The Board believes that such merit-based appointments will best enable the Company to serve its stakeholders.

The Board will review this Policy on a regular basis to ensure its effectiveness.

Talent Management and Succession Planning

Our Company has the talent management process in place with an objective of developing a robust talent pipeline for the organisation which includes the senior leadership team.

As part of our Talent Management Process called Total Talent Management, we identify critical positions and assess the succession coverage for them annually. During this process, we also review the supply of talent, identify high potential employees and plan talent actions to meet the organization’s talent objectives. We continue to deploy leadership development initiatives to build succession for key roles.

Total Rewards Philosophy

The policy of your Company on director’s appointment and remuneration of the Directors, Key Managerial Personnel and other employees including criteria for determining qualifications, positive attributes, independence of a director, is stated below:

total rewards philosophy Godrej industries limited (the “Company”)

Our Total Rewards Framework aims at holistically utilising elements such as fixed and variable compensation, long-term incentives, benefits and perquisites and non-compensation elements (career development, work life balance and recognition).

Highlights

The rewards framework offers flexibility to customise different elements, on the basis of need. It is also integrated with our performance and talent management processes and is designed to ensure sharply differentiated rewards for our best performers.

The total compensation for a given position is influenced by three factors: position, performance and potential. As a broad principle, for our high performers and potential employees, we strive to deliver total compensation between 66th to 75th percentile of the market for senior leadership.

Total Compensation The total compensation has three components:

1. ‘Fixed Compensation’ comprises of basic salary and retirement benefits, like provident fund and gratuity. 2. ‘Flexible Compensation’ is a fixed pre-determined component of the compensation. 3. ‘Variable Compensation (Performance Linked Variable Remuneration)’ rewards one for delivering superior business results and individual performance. It is designed to provide a significant upside earning potential without cap for over-achieving business results. It has a ‘Collective’ component, which is linked to the achievement of specified business results, measured by relevant metrics, relative to the target set for the given financial year and an ‘Individual’ component, based on the performance, as measured by the performance management process.

Long Term Incentives (Employee Stock Grant Scheme)

This scheme aims at driving a culture of ownership and focus on long-term results. It is applicable to senior managers. Under this scheme, performance based stock grants are awarded on the basis of performance.

(j) Familiarisation Programmes

Familiarisation programme for the Independent Directors was conducted during the Financial Year 2022-23. Apart from this, business presentations were made by the Management to the Independent Directors. The details of familiarization programmes pursuant to Regulation 25(7) of the Listing Regulations is uploaded on the Company’s website, viz. http://www.godrejindustries.com/listing-compliance.aspx.

Key Managerial Personnel

There have been no changes in the Key Managerial Personnel of the Company during the Financial Year 2022-23.

Details of Directors / Key Managerial Personnel who were appointed or have resigned during the Financial Year 2022-23
Name of the Director	Date of appointment / resignation / retirement
Mr. Nadir Godrej	Re-appointment as “Managing Director” (designated as ‘Chairman and Managing Director’) with effect from April 1,2023 to March 31,2026
Mr. Pirojsha Godrej	Appointed as “Director (Non-Executive)” with effect from April 1,2022.

Auditors and Auditors'' Report Statutory Auditors

The tenure of M/s. BSR & Co. LLP as the Statutory Auditors of the Company had come to an end at the conclusion of the 34^th (Thirty Fourth) Annual General Meeting (AGM) of the Shareholders of the Company held on August 12, 2022. The Audit Committee and the Board of Directors at their Meetings held on May 27, 2022 had approved and recommended appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No: 104607W/W100166) as the Statutory Auditors of the Company to hold office from the conclusion of the 34^th (Thirty Fourth) AGM, till the conclusion of the 39^th (Thirty Ninth), at a remuneration as may be decided by the Board of Directors. Their appointment was approved by the Shareholders of the Company at the last 34^th (Thirty Fourth) AGM held on August 12, 2022.

The Statutory Auditor’s Report on the Financial Statements for the Financial Year ended on March 31, 2023 does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 000010) were appointed by the Board of Directors as the Cost Auditors of the Company for all the applicable products pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, for the Financial Year 2022-23. They are required to submit the report within 180 (One Hundred and Eighty) days from the end of the accounting year.

Further, upon recommendation of the Audit Committee, the Board of Directors at their Meetings held on May 19, 2023 have approved re-appointment of M/s. R. Nanabhoy & Co., Cost Accountants, being eligible, as the Cost Auditors of the Company for the Financial Year 2023-24 at a remuneration of ''4,03,000/- (Rupees Four Lakh Three Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses, subject to ratification of the said remuneration by the Members at the ensuing 35^th (Thirty Fifth) Annual General Meeting pursuant to Section 148 of the Companies Act, 2013.

The Company has maintained the necessary accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 pertaining to Cost Audit.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company’s Board of Directors had appointed M/s. A. N. Ramani & Co., Practicing Company Secretaries (Firm Registration No. P2003MH000900), to conduct Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report issued by M/s. A. N. Ramami & Co., Secretarial Auditors for the Financial Year ended March 31,2023 is annexed herewith marked as ‘Annexure C’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report of Godrej Capital Limited, being material unlisted subsidiary of your Company is annexed herewith marked as ‘Annexure C1’ to this Report in compliance with provisions of

Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Vigil Mechanism / Whistle Blower Policy

Your Company is focused to ensure that integrity and ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical behavior. Your Company has a vigil mechanism named "Whistle Blower Policy" to deal with instance of fraud and mismanagement, if any. This initiative was taken to encourage employees to report irregularities in operations, besides complying with the statutory requirements under Companies Act, 2013. All employees of the Company can avail this mechanism. If the whistle blower is not satisfied with the actions taken, necessary steps to escalate the same can be taken. Through the process, the mechanism considers and extends complete protection to the whistle blower and direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Committees of Board of Directors

(a) Audit Committee

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Listing Regulations, your Company has constituted an Audit Committee of the Board of Directors.

The composition of the Audit Committee during the Financial Year 2022-23 was as under:

Name of the Member	Designation
Mr. Mathew Eipe	Chairman (Independent Director)
Mr. Nitin Nabar	Member [Executive Director & President (Chemicals)]
Ms. Monaz Noble	Member (Independent Director)
Dr. Ganapati Yadav	Member (Independent Director)
Mr. Sandeep Murthy	Member (Independent Director)

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. All observations and recommendations made by the Audit Committee to the Board of Directors, were duly noted and accepted by the Board.

4 (Four) Meetings of the Audit Committee were held during the Financial Year 2022-23 (i.e., May 27, 2022, August 12, 2022, November 14, 2022 and February 13, 2023).

(b) Risk Management Committee

Pursuant to the provisions of Regulation 21 of Listing Regulations, your Company has constituted a Risk Management Committee of the Board of Directors.

The composition of the Risk Management Committee during the Financial Year 2022-23 was as under:

Name of the Member	Designation
Mr. Nadir Godrej	Chairman (Chairman & Managing Director)
Mr. Nitin Nabar	Member [Executive Director & President (Chemicals)]
Mr. Mathew Eipe	Member (Independent Director)
Dr. Ganapati Yadav	Member (Independent Director)
Mr. Clement Pinto	Member (Chief Financial Officer)

3 (Three) Meetings of the Risk Management Committee were held during the Financial Year 2022-23 (i.e., May 26, 2022, November 14, 2022 and February 13, 2023).

The Risk Management Committee consists of the Managing Director, Whole Time Director, Independent Directors and Chief Financial Officer. The Committee identifies, evaluates business risks and opportunities. This Committee has formulated and implemented a policy on risk management to ensure that the Company’s reporting system is reliable and that the Company complies with relevant laws and regulations. The Board of Directors of your Company are of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

(c) Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee of the Board of Directors.

The composition of the Corporate Social Responsibility Committee during the Financial Year 2022-23 was as under:

Name of the Member	Designation
Mr. Nadir Godrej	Chairman (Chairman & Managing Director)
Ms. Tanya Dubash	Member (Executive Director & Chief Brand Officer)
Mr. Nitin Nabar	Member [Executive Director & President (Chemicals)]
Mr. Mathew Eipe	Member (Independent Director)

1 (One) Meeting of the Corporate Social Responsibility Committee was held during the Financial Year 2022-23 (i.e. on February 13, 2023).

Areas of CSR Expenditure:

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

The CSR Policy of your Company is available on the website of the Company viz. www.godreiindustries.com. Amount of CSR Spending and Annual Report on CSR Activities:

During the Financial Year 2022-23, your Company was not required to spend towards CSR activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Annual Report on CSR Activities of your Company for the Financial Year 2022-23, is annexed herewith as “Annexure D”.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013

We are committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. We have strengthened our existing Policy on Prevention of Sexual Harassment at the workplace. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behaviour is prohibited both by the law and the Group. To deepen their understanding on what constitutes workplace harassment, we have provided an online training module to all employees. We also conducted classroom sessions for all workers across our factories. Our training sessions apprises employees and workers about the legislative updates, details on Internal Complaints Committee and process to address grievances. The Company has formed two separate committees - one for the Head Office, factories in Maharashtra and branches in India and the other for the factory at Valia, Gujarat. Ms. Shefali Kohli is the Presiding Officer for both the Committees. While the Act is applicable only to women employees, our Company policy would be covering all employees and all premises of the Company in India. During the year, the Company

launched an online platform called as “Conduct” to assist employees to raise and track complaints easily. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report. This is in compliance with Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Directors'' Responsibility Statement

The Board of Directors have laid down Internal Financial Controls within the meaning of the explanation to Section 134(5)(e) (“IFC”) of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and will evolve over time as the business, technology and possibly even fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There might therefore be gaps in the IFC as Business evolves. Your Company has a process in place to continuously identify such gaps and implement newer and / or improved controls wherever the effect of such gaps might have a material effect on the Company’s operations.

Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company, based on the representation received from the Operating Management and after due enquiry confirm the following:

a) In the preparation of the annual accounts for the Financial Year 2022-23, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e. March 31,2023) and of the profit and loss of the Company for that period (i.e. the Financial Year 2022-23);

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the Financial Year ended March 31, 2023 on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance of all laws applicable to the Company and such systems are adequate and operating effectively.

Corporate Governance

As required by the existing Regulation 34(3) read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is included in the Annual Report.

M/s. A. N. Ramani & Co., Practicing Company Secretaries have certified the Company’s compliance of the requirements of Corporate Governance in terms of Regulation 34(3) read with Schedule V of the Listing Regulation and their compliance certificate is annexed to the Report on Corporate Governance.

Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as ‘Annexure E'' to this Report.

Annual Return

In compliance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as per Section 92(3) of the Companies Act, 2013 has been hosted on the website of the Company, viz. www.godreiindustries.com.

Managerial Remuneration and Remuneration Particulars of Employees

The remuneration paid to Directors and Key Managerial Personnel and the employees of the Company during the Financial Year 2022-23 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ‘Annexure F’ to this Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company are available to Shareholders for inspection on request. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, on [email protected]. whereupon a copy would be sent.

Material changes and commitments since the Financial Year end

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the March 31,2023 and the date of this Boards’ Report (i.e. May 19, 2023).

Fraud Reporting

There have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

Policies of the Company

Listing Regulations have mandated the formulation of certain policies for all listed companies. As per provisions of Listing Regulations, certain Policies are hosted on the Company’s website viz; www.godrejindustries.com.

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

Name of the Policy	Brief Particulars of the Policy
Risk Management Policy	The Company has in place, a Risk Management Policy which is framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks.
Corporate Social Responsibility Policy	The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the Board and the Board has approved a Corporate Social Responsibility Policy (CSR Policy), which outlines the Company’s strategy to bring about a positive impact on society through various CSR activities and programmes.
Policy for determining Material Subsidiaries	This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1) (c) and Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has the following Material Subsidiaries as on March 31,2023: 1) Godrej Properties Limited (Listed Subsidiary) 2) Godrej Agrovet Limited (Listed Subsidiary) 3) Godrej Capital Limited (Unlisted Subsidiary)

Name of the Policy	Brief Particulars of the Policy
Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
Whistle Blower Policy / Vigil Mechanism	Your Company has a Vigil Mechanism / Whistle Blower Policy which provides adequate safeguards against victimization of persons who use Whistle Blower mechanism and make provision for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
Anti-Sexual Harassment Policy	Your Company has in place an Anti Sexual Harassment Policy, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction	This Policy regulates all transactions between the Company and its Related Parties.
Code of Conduct for the Board of Directors and Senior Management Personnel	Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed.
Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
Policy on Criteria for determining Materiality of Events	This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of Regulation 30 of the Listing Regulations.
Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, your Company is required to disclose on its website, all such events or information which have been disclosed to the Stock Exchanges where the securities of the Company are listed. Further, such disclosures shall be hosted on the website of the Company for a minimum period of 5 (five) years and thereafter as per Archival Policy of the Company.
Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect.
Disclosures as per the Companies (Accounts) Rules, 2014
Change in nature of business, if any		None
Names of Companies which have become or have ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the Financial Year 2022-23		None
Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and the Company’s operations in future		During the Financial Year 2022-23, there were no significant and material orders passed by the regulators or Courts or Tribunals which could adversely impact the going concern status of the Company and its operations in future.

Secretarial Standards

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

Transfer to Investor Education and Protection Fund

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund)

Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, ''8,21,819/- (Rupees Eight Lakh Twenty One Thousand Eight Hundred Nineteen Only) unpaid / unclaimed dividends and 16,040 (Sixteen Thousand Forty) Equity Shares were transferred during the Financial Year 2022-23 to the Investor Education and Protection Fund (IEPF).

The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company. The same can be accessed on www.godreiindustries.com. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 12, 2022 (date of last AGM) on the Company’s website which can be accessed on www.godrejindustries.com and of the Ministry of Corporate Affairs website at www.iepf.gov.in.

Depository System

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31,2023, 99.91% of the Equity Shares of your Company were held in demat form.

You Company has issued Non-Convertible Debentures in demat mode only.

Listing

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The applicable annual listing fees have been paid to the Stock Exchanges before the due dates. The Equity Shares of your Company were not suspended from trading on BSE and NSE at any point of time during the Financial Year 2022-23.

Your Company’s Non-Convertible Debentures are listed on the National Stock Exchange of India Limited (NSE). The applicable annual listing fees have been paid to the Stock Exchange before the due date.

Additional information

The additional information required to be given under the Companies Act, 2013 and the Rules framed thereunder, has been laid out in the Notes attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors’ Report are self-explanatory and therefore do not call for any further explanation. The Consolidated Financial Statements of our Company form a part of the Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiaries. The Audited Annual Accounts and related information of the Company’s Subsidiaries will be made available upon request. These documents including the Subsidiary Companies’ documents will be available for inspection on the Company’s website, viz.,www.godrejindustries.com.

Acknowledgement

Your Directors thank the Union Government, the Governments of Maharashtra and Gujarat as also all the Government Agencies, Banks, Financial Institutions, Shareholders, Customers, Fixed Deposit Holders, Vendors and other Business Associates, who, through their continued support and co-operation, have helped as partners in your Company’s progress. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of the Company.

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

Nadir Godrej

Chairman & Managing Director (DIN: 00066195)

Date: May 19, 2023 Place: Mumbai

---

Mar 31, 2023

Your Directors have pleasure in presenting this Thirty-Second (32^nd) Directors’ Report along with the Audited Financial Statements for the Financial Year ended March 31,2023.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company’s Standalone and Consolidated performance during the Financial Year 2022-23 as compared to that of the previous Financial Year 2021-22 is summarized below:

(Rs. in Crore)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	7,014.14	6,289.34	9,481.18	8,385.74
Profit Before Taxation & Exceptional Items	388.76	460.34	377.68	558.85
Less: Exceptional Expense	-	-	-	17.28
Profit Before Taxation (PBT)	388.76	460.34	377.68	541.57
Less: Tax Expense	85.12	100.13	82.32	122.42
Profit After Taxation (PAT)	303.64	360.21	295.36	419.15

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

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2022-23.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2022-23, the Animal Feed segment delivered continued volume growth of 6% year-on-year led by market share gains in Cattle Feed and Aqua Feed categories. Cattle Feed segment continued to record strong growth, cementing its leadership position through portfolio of new products launched over the last two years. However, feed industry faced multiple profitability headwinds during the year, including unfavourable Government interventions in input as well as output prices and limited pass-through of input cost inflation amid competitive pressure. Consequently, segment results declined by 24% year-on-year in the Financial Year 2022-23.

Crop Protection:

Standalone segment revenues recovered to '' 595.75 Crore in the Financial Year 2022-23 from '' 544.91 Crore in the Financial Year 202122. Your Company’s sales growth was led by in-house and in-licensed product portfolio. However, margin profile was impacted by lower volumes under plant growth regulators category, product rationalisation initiatives and elevated input costs. Entire industry faced margin pressure due to high level of channel inventories, aggressive pricing strategies and limited transmission of input cost inflation as focus shifted to collections. Standalone segment results declined by 26.7% year-on-year to '' 74.32 Crore in the Financial Year 2022-23 from ''101.37 Crore in the Financial Year 2021-22. The segment achieved substantial improvement in working capital position with strict focus on channel hygiene during the year.

Vegetable Oil:

Vegetable oil segment recorded another good year despite last year’s high base. Segment revenues increased to '' 1,298.49 Crore in the Financial Year 2022-23 from '' 1,264.75 Crore in the Financial Year 2021-22, while segment results increased to '' 249.11 Crore from '' 240.83 Crore. Modest performance in the Financial Year 2022-23 was driven by consistent volume growth coupled with further improvement in Oil Extraction Ratio. Average prices for crude palm oil and palm kernel oil fell by 11% year-on-year during the year under review, which constrained profitability growth.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a Statement containing the salient features of the Financial Statements of your Company’s Subsidiaries and Associates in Form AOC-1 is annexed to and forms a part of the Financial Statement. The Statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement, Audited Accounts of all the Subsidiaries and other documents attached thereto are available on your Company’s website www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company during the Financial Year 2022-23, as follows:

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

1. Godvet Agrochem Limited:

Godvet Agrochem Limited (“Godvet”) is a wholly-owned subsidiary of your Company.

During the Financial Year 2022-23, Godvet recorded Profit Before Tax of '' 0.99 Crore, as compared to Profit Before Tax of '' 1.14 Crore in the previous Financial Year 2021-22.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited (“Astec”) manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 18 (eighteen) countries. During the Financial Year 2022-23, Astec recorded Consolidated Total Income of '' 641.23 Crore as compared to '' 687.03 Crore in the previous Financial Year 2021-22. Profit Before Exceptional Items and Tax also declined to '' 34.95 Crore in Financial Year 2022-23 from '' 121.13 Crore in the previous Financial Year. Decline in Total Income and profitability in the Financial Year 2022-23 was attributed to unprecedented drop in volumes as well as realizations mainly in the second half of the year.

The shareholding of your Company in Astec as on March 31, 2023 was 64.77% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2022-23:

(i) Behram Chemicals Private Limited:

During the Financial Year 2022-23, Behram Chemicals Private Limited (“Behram”) reported a Profit Before Tax of t 0.11 Crore, as compared to Profit Before Tax of t 0.09 Crore during the previous Financial Year 2021-22.

The shareholding of Astec in Behram as on March 31,2023 was 65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2022-23, Comercializadora Agricola Agroastrachem Cia Ltda (“Comercializadora”), reported Nil Profit / Loss Before Tax as compared to Nil Profit / Loss during the previous Financial Year 2021-22.

Comercializadora is a wholly-owned subsidiary of Astec.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited (“CDPL”) is one of the leading private dairy companies in Southern India and its products are sold under the brand name ‘Godrej Jersey’.

During the Financial Year 2022-23, CDPL recorded a Total Income of '' 1,506.40 Crore, representing a year-on-year growth of 27.8%. The continued growth in Financial Year 2022-23 as compared to the previous Financial Year was led primarily by market share gains in value-added products, mainly curd, milk drinks and ghee. However, margin profile was impacted by continued rise in milk procurement costs and limited transmission through price hikes. As a result, CDPL reported a Loss Before Tax excluding Exceptional Items of ('' 56.27 Crore) in the current Financial Year 2022-23 vis-a-vis Loss of ('' 32.35 Crore) in the previous Financial Year.

The shareholding of your Company in CDPL as on March 31,2023 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited (“GTFL”) is engaged in the manufacturing of processed poultry and vegetarian products through its brands ‘Real Good Chicken’ and ‘Yummiez’. GTFL is also engaged in the sale of live birds in the market.

During the Financial Year 2022-23, GTFL recorded a Total Income of '' 1,004.93 Crore, representing a year-on-year growth of 27.9%. Growth in Total Income for the third consecutive year was a result of robust volume performance in branded segments - Real Good Chicken (RGC) and Yummiez. GTFL’s Profit Before Tax also recovered sharply to '' 13.20 Crore in the Financial Year 2022-23 from '' 3.03 Crore reported in the previous Financial Year.

Your Company currently holds a 51.00% equity stake in GTFL.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited (“GMPL”) is a wholly-owned subsidiary of your Company.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion.

During the Financial Year 2022-23, GMPL has reported a Loss Before Tax of ('' 4.70 Crore), as compared to a Loss Before Tax of ('' 9.77 Crore) in the previous Financial Year.

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

(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (“ACIGAVPL”) recorded Revenues of '' 1,946.70 Crore during the Financial Year 2022-23, as compared to '' 1,557.87 Crore during the Financial Year 2021-22.

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

The shareholding of your Company in ACIGAVPL as on March 31,2023 was 50% of the total Paid-up Equity Share Capital of ACIGAVPL.

(ii) Omnivore India Capital Trust:

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

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

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

Your Company held 24% equity stake in the Al Rahba International Trading Limited Liability Company (Al Rahba), an associate (with a 33.33% share in profits) as on March 31,2023, which has been liquidated as on the date of this Report.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2022-23, your Company had dual rating for its Commercial Paper Programme of t 1,000 Crore (Rupees One Thousand Crore Only) as follows:

1. Credit Rating by ICRA Limited: “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating); and

2. Credit Rating by CRISIL: “CRISIL A1 ” (pronounced as ‘CRISIL A one plus’ rating).

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of t 1,000 Crore (Rupees One Thousand Crore Only).

Moreover, your Company continues to enjoy long term rating of “ICRA AA’’ (pronounced as ‘ICRA double A’ for its t 68.25 Crore Bank limits / facilities and short-term rating of “ICRA A1 ” (pronounced as ‘ICRA A one plus’ rating) for its t 595 Crore Bank limits / facilities.

4. INFORMATION SYSTEMS:

In your Company, information is considered as an important business asset and Information Security recommendations are implemented to provide adequate security to critical information assets in the organization.

The industry’s best security solutions and tools are implemented to ensure zero trust security in endpoints, servers, networks and cloud infrastructure with 24x7 monitoring mechanism to ensure security and high uptime. Your Company has stringent cyber security policy and it is monitored and managed by competent professionals round the clock. For network security, your Company has a ZERO tolerance policy

and all critical applications are accessible through secure channels. The Disaster Recovery (DR) site is maintained for critical business applications and DR Drills are conducted as per audit recommendations, in order to ensure business continuity and compliance.

The digital transformation initiatives are in progress across businesses, which include deployment of web-based and mobile applications and automation of business processes using Robotic Process Automation in order to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Use of the latest technologies like Artificial Intelligence (AI) and Machine Learning (ML) & Predictive analytics is in place.

5. MANUFACTURING FACILITIES:

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

Animal Feed:

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

Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh) and Barabanki (Uttar Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oils:

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

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. Your Company also continued to focus on manpower productivity and efficiency during the Financial Year under review and hence drives various learning and development interventions in this regard, in line with the organizational objectives. Your Company is also committed to foster employee engagement and connect, while maintaining a safe and healthy workplace. Your Company has several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. As on March 31, 2023, the total number of permanent employees of the Company was 2,747.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2022-23 to which the Financial Statements relate and the date of the Directors’ Report (i.e., from April 1,2023 upto May 9, 2023). The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports upto the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2022-23:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2022-23 at the rate of 95% (Ninety Five per cent), i.e., t 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing Thirty-Second Annual General Meeting (“32^nd AGM”).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Friday, July 28, 2023 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2022, mandates that dividends paid or distributed by a Company after April 1,2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 32^nd AGM, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2022-23 is in accordance with the Company’s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is made available on the website of the Company and can be accessed on the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

B. Status of Final Dividend Declared for the Financial Year 2021-22:

The Company had declared a Final Dividend at the rate of 95%, i.e., t 9.50/- (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of t 10/- (Rupees Ten Only) each, at its 31^st (Thirty-First) Annual General Meeting held on July 29, 2022 for the Financial Year 2021-22, aggregating to t 182,55,20,798/- (Rupees One Hundred Eighty Two Crore Fifty Five Lakh Twenty Thousand Seven Hundred Ninety Eight Only).

As on March 31, 2023, t 182,52,80,024.50 (Rupees One Hundred Eighty Two Crore Fifty Two Lakh Eighty Thousand Twenty Four and Paise Fifty Only) was paid and t 2,40,773.50 (Rupees Two Lakh Forty Thousand Seven Hundred Seventy Three and Paise Fifty Only) is lying in the Unpaid Dividend Account for the said Financial Year 2021-22.

The Final Dividend declared and paid for the Financial Year 2021-22 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company’s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2022-23.

10. SHARE CAPITAL:

Your Company’s Equity Share Capital position as at the beginning of the Financial Year 2022-23 (i.e., as on April 1,2022) and as at the end of the said Financial Year (i.e., as on March 31, 2023) was as follows:

Category of Share Capital		Authorized Share Capital				Issued, Subscribed & Paid-up Share Capital
		No. of Shares	Face Value Per Share (?)	Total Amount (?)		No. of Shares	Face Value Per Share (?)	Total Amount (?)
As on April 1,2022:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,12,960	10	192,11,29,600
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,12,960	10	192,11,29,600
As on March 31,2023:
Equity		22,49,94,000	10	2,24,99,40,000		19,21,60,890	10	192,16,08,900
Preference		6,000	10	60,000		-	-	-
TOTAL		22,50,00,000		2,25,00,00,000		19,21,60,890	10	192,16,08,900

During the Financial Year 2022-23, your Company has allotted 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares of Face Value of t 10/- (Rupees Ten Only) each under the Godrej Agrovet Limited - Employees Stock Grant Scheme 2018 (“ESGS 2018”), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 47,930 (Forty Seven Thousand Nine Hundred and Thirty) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors administers, the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 (“ESGS 2018”), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company www.godreiagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2022-23.

Your Company has received an Annual certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that, during the Financial Year 2022-23, ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the

Shareholders. Any request for inspection of the said Certificate may please be sent to [email protected].

The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been made available on the website of the Company, viz., www.godreiagrovet.com.

12. DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2022-23.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a)	Accepted during the Financial Year 2022-23		Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2022-23		Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the Financial Year 2022-23 and if so, number of such cases and total amount involved -
	(i) At the beginning of the year		Nil
	(ii) Maximum during the year		Nil
	(iii) At the end of the year		Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013		Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited (“GIL”), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2023, the shareholding of GIL in your Company was 12,47,14,957 (Twelve Crore Forty Seven Lakh Fourteen Thousand Nine Hundred and Fifty-Seven) Equity Shares of Face Value of ? 10/- (Rupees Ten Only) each, aggregating to 64.90% of the Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2022-23, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2022-23:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 64.77% of the Equity Share Capital as on March 31, 2023.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2023

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

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2022-23

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.91% as on March 31,2023 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2023, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

vi. Godrej Tyson Foods Limited:

Subsidiary of your Company throughout the Financial Year 2022-23, in which your Company holds 51.00% as on March 31,2023

vii. Godrej Maxximilk Private Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2022-23

15. JOINT VENTURE COMPANY:

During the Financial Year 2022-23, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

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

16. ASSOCIATE COMPANY:

During the Financial Year 2022-23, no company has become or ceased to be an Associate Company of your Company.

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

Your Company held 24% shareholding and 33.33% profit share in Al Rahba International Trading LLC, Abu Dhabi, United Arab Emirates (UAE) as on March 31,2023, which has been liquidated as on the date of this Report.

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2022-23, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2022-23.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2022-23, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2022-23, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2022-23 is being placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports.

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31,2023:

1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Jamshyd N. Godrej	Non-Executive & Non-Independent Director
3.	Ms. Tanya A. Dubash	Non-Executive & Non-Independent Director
4.	Ms. Nisaba Godrej	Non-Executive & Non-Independent Director
5.	Mr. Pirojsha Godrej	Non-Executive & Non-Independent Director
6.	Mr. Burjis Godrej	Executive Director
7.	Mr. Balram S. Yadav	Managing Director
8.	Dr. Ritu Anand	Independent Director

9.	Ms. Aditi Kothari Desai	Independent Director
10.	Ms. Roopa Purushothaman	Independent Director
11.	Mr. Natarajan Srinivasan	Independent Director
12.	Mr. Kannan Sitaram	Independent Director
13.	Dr. Ashok Gulati	Independent Director
14.	Ms. Ritu Verma	Independent Director

The following changes have taken place in the Directors of your Company during the Financial Year 2022-23 and till the date of this Report:
Name of Director	Date & Particulars of Change
Dr. Raghunath A. Mashelkar	Dr. Raghunath A. Mashelkar ceased to be the Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, on account of expiry of term of 5 (Five) years.
Ms. Natarajan Srinivasan	The first term of appointment of Mr. Natarajan Srinivasan as an “Independent Director” of the Company was liable to come to an end on July 17, 2022. Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors through a Resolution passed on May 28, 2022, had approved and recommended to the Shareholders, the re-appointment of Mr. Natarajan Srinivasan as an “Independent Director”, to hold office for a second term of 5 (Five) years i.e., w.e.f. July 18, 2022 upto July 17, 2027. Accordingly, the Shareholders of the Company by passing a Special Resolution through Postal Ballot (whose results were declared on July 4, 2022), approved the said re-appointment for a second term of 5 (Five) years, i.e., w.e.f. July 18, 2022 upto July 18, 2027.
Mr. Nadir B. Godrej Ms. Nisaba Godrej	In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Nadir B. Godrej and Ms. Nisaba Godrej, Non-Executive & Non-Independent Directors, were liable for retire by rotation at the 31st (Thirty-First) Annual General Meeting (AGM) of the Company on July 29, 2022 and being eligible and having offered themselves for re-appointment, were re-appointed at the said AGM.
Mr. Burjis Godrej	Mr. Burjis Godrej was appointed as an “Executive Director” by the Board of Directors of the Company at its Meeting held on February 4, 2022, to hold office for a term of 5 (Five) years commencing from November 1, 2022 upto October 31, 2027, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Mr. Balram S. Yadav	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 9, 2022, had approved the re-appointment of Mr. Balram S. Yadav as the “Managing Director” of the Company, for further period commencing from September 1, 2022 upto April 30, 2025, subject to the approval of the Shareholders at the 31st (Thirty-First) Annual General Meeting of the Company. The Shareholders’ approval was obtained by a Special Resolution passed at the 31st (Thirty-First) Annual General Meeting held on July 29, 2022.
Ms. Ritu Verma	Ms. Ritu Verma was appointed as an “Additional Director” (Non-Executive & Independent) by the Board of Directors through a Resolution passed by Circulation on January 28, 2023, to hold office for a term of 5 (Five) years commencing from January 27, 2023 upto January 26, 2028, subject to the approval of the Shareholders. The Shareholders’ approval was obtained by a Special Resolution passed through Postal Ballot which concluded on March 4, 2023.
Ms. Tanya A. Dubash Mr. Jamshyd N. Godrej	Ms. Tanya A. Dubash [Director Identification Number (DIN): 00026028)], Non-Executive, NonIndependent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company and being eligible, has offered herself for reappointment, as a “Director” of the Company.
	Mr. Jamshyd N. Godrej (DIN: 00076250), Non-Executive & Non-Independent Director, is liable to retire by rotation at the ensuing 32nd (Thirty-Second) Annual General Meeting (“32nd AGM”) of your Company in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment, with the continuation of such directorship being subject to the fulfilment of requirements under applicable laws, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2022-23.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2022-23:

1. Mr. Balram S. Yadav - Managing Director;

2. Mr. Burjis Godrej, Executive Director;

3. Mr. S. Varadaraj - Chief Financial Officer & Head - Legal & IT;

4. Mr. Vivek Raizada - Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

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

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2023, the following Directors on your Company’s Board were Independent Directors:

1.	Dr. Ritu Anand	Independent Director
2.	Ms. Aditi Kothari Desai	Independent Director
3.	Ms. Roopa Purushothaman	Independent Director
4.	Mr. Natarajan Srinivasan	Independent Director
5.	Mr. Kannan Sitaram	Independent Director
6.	Dr. Ashok Gulati	Independent Director
7.	Ms. Ritu Verma	Independent Director

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 9, 2023.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company’s website at https://www.godreiagrovet.com/sustainability/codes-and-policies.

The abovementioned criteria are reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company’s business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising his / her duties;

iii. exercise his/her responsibilities in a bona fide manner in the interest of the Company;

iv. devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

v. not allow any extraneous considerations that will vitiate his/her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board of Directors in its decision-making;

vi. not abuse his / her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

vii. refrain from any action that would lead to loss of his/her independence;

viii. where circumstances arise which make an Independent Director lose his / her independence, the Independent Director must immediately inform the Board accordingly;

ix. assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2022-23 are available on the website of the Company and can be accessed through the web-link https://www.godreiagrovet.com/investors/ compliance.

In opinion of the Board of Directors of your Company, the following Independent Directors of the Company, who have been appointed / re-appointed during the Financial Year 2022-23, possess the requisite integrity, expertise, and experience:

Sr. No.	Name of the Director	Term of 5 (Five) years for Appointment / Re-appointment
		From	To
1.	Mr. Natarajan Srinivasan	July 18, 2022	July 17, 2027
2.	Ms. Ritu Verma	January 27, 2023	January 26, 2028

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

The status of Proficiency Test of the Independent Directors conducted by IICA are as follows:

Sr. No.	Name of the Independent Director	Status of clearing the Proficiency Test
1.	Dr. Ritu Anand	Exempted
2.	Ms. Aditi Kothari Desai	Passed
3.	Ms. Roopa Purushothaman	Passed
4.	Mr. Natarajan Srinivasan	Exempted
5.	Mr. Kannan Sitaram	Exempted
6.	Dr. Ashok Gulati	Exempted
7.	Ms. Ritu Verma	Will appear

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

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

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Natarajan Srinivasan	Chairman, Non-Executive & Independent Director
2.	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3.	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

There were 4 (Four) Meetings of the Audit Committee held during the Financial Year 2022-23, (i.e., May 9, 2022, July 29, 2022, November 4, 2022 and February 8, 2023).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2022-23, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Audit Committee. He has attended the Meetings of the Audit Committee held during the Financial Year 2022-23.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There was 1 (One) Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Nomination and Remuneration Committee. He has attended the Meeting of the Nomination and Remuneration Committee held during the Financial Year 2022-23.

29. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders’ Relationship Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23 (i.e., on November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the Stakeholders’ Relationship Committee. He has attended the Meeting of the Stakeholders’ Relationship Committee held during the Financial Year 2022-23.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors as on March 31,2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Dr. Ashok Gulati (#)	Chairman, Non-Executive & Independent Director
2.	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Balram S. Yadav	Member, Managing Director
4.	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

(*) Dr. Raghunath A. Mashelkar ceased to be a Director (Non-Executive & Independent) of the Company with effect from July 18, 2022, due to expiry of his term of 5 (Five) Years and consequently ceased to be the Chairman of the Corporate Social Responsibility Committee.

(#) Dr. Ashok Gulati, Independent Director has been inducted as the Chairman of Corporate Social Responsibility Committee with effect from August 10, 2022.

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2022-23 (i.e., on May 9, 2022 and November 4, 2022).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to the CSR Committee. He has attended the Meetings of the CSR Committee held during the Financial Year 2022-23.

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group’s ‘Good & Green’ vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group’s Good & Green goals and have helped us carve out a reputation for being one of the most committed and responsible companies in the industry.

The CSR Policy of your Company is available on your Company’s website and can be accessed through the web-link https://www.godrejagrovet.com/sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2022-23, your Company was required to spend ? 7.85 Crore towards CSR Activities in terms of the mandatory provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, while the actual CSR spending for the year was ? 8.01 Crore. Thus, the mandatory amount for the Financial Year 2022-23 has been fully spent by the Company.

An amount of ? 0.09 Crore which remained unspent from your Company’s planned CSR budget and which is attributable to ongoing projects, has been transferred by the Company to Unspent CSR Account as on date.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2022-23 is annexed herewith as “Annexure - A”.

31. RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Mr. Balram S. Yadav	Member, Managing Director
3.	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2022-23 (i.e., on July 29, 2022 & January 24, 2023).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

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

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

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

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

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

32. Managing Committee:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Directors as on March 31, 2023:

Sr. No.	Name of the Member	Designation in the Committee & Nature of Directorship
1.	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2.	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3.	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4.	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 10 (Ten) times during the Financial Year 2022-23, (i.e., on April 18, 2022, May 9, 2022, June 3, 2022, July 11, 2022, July 29, 2022, September 2, 2022, November 4, 2022, December 21, 2022, February 8, 2023 and March 20, 2023).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. Meeting of Independent Directors:

The Independent Directors met once during the Financial Year 2022-23, i.e., on May 9, 2022, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

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

34. Vigil Mechanism:

Your Company has adopted a Whistle Blower Policy (“Policy”) as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company’s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link https://www.godreiagrovet.com/sustainabilitv/codes-and-policies.

Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ‘Whistle Blowing Officer’ and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy. To support its people to overcome their ethical dilemmas and raise an ethical concern freely “Speak-up” was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors, distributors and consultants to easily raise their ethical concerns in any of the following ways:

Log on to the web portal

• Dial the hotline number Write to the Ethics E-mail id

• Reach out to the Whistle Blowing Officer

While raising a concern, the person can choose to remain anonymous. “Speak-up” ensures to maintain confidentiality for genuine concerns. The Audit Committee reviews reports made under this Policy and implements corrective actions, wherever necessary.

35. PERFORMANCE EVALUATION:

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

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

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

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

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

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

The Company has complied with the provisions relating to the constitution of ICCs under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31,2023:

1.	Ms. Neeyati Shah	Chairperson
2.	Mr. S. Varadaraj	Member
3.	Mr. Rahul Gama	Member
4.	Ms. Varsha Patankar	Member
5.	Mr. Deep Banerjee	Member
6.	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace (“POSH Policy”) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 1 (One) complaint under the POSH Policy during the Financial Year 2022-23 which has been resolved as on March 31, 2023.

37. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2022-23 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.

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

During the Financial Year 2022-23:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 57 of the Standalone Financial Statements, forming part of the Annual Report.

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2022-23, were on arm’s length basis and in the ordinary course of business.

During the Financial Year 2022-23, the Company has obtained approvals for entering into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm’s length price:

(i) Approval for entering into a transaction of purchase / direct transfer to a third party, a land admeasuring 71 Cents, situated at Ambattur, Tamil Nadu of Godrej and Boyce Manufacturing Company Limited (“G&B”);

(ii) Approval for payment of remuneration to Mr. Burjis Godrej, proposed Executive Director, a Related Party in terms of the provisions of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2022-23;

(iii) Approval for the transaction of sale of residential flat owned by the Company to Mr. Anurag Roy, Chief Executive Officer & Whole Time Director of Astec LifeSciences Limited, Subsidiary Company.

40. FRAUD REPORTING:

During the Financial Year 2022-23, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

41. INTERNAL FINANCIAL CONTROLS:

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

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

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

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm’s length basis, entered into with an intent to further the Company’s interests.

43. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2023) and of the profit and loss of the Company for that period (i.e., the Financial Year 2022-23);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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

44. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a detailed report on Corporate Governance forms a part of the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the “Secretarial Auditors” of your Company, have certified your Company’s compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

45. STATUTORY AUDITORS:

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 had recommended to the Shareholders the re-appointment of BSR & Co. LLP, Chartered Accountants, as the “Statutory Auditors” of the Company, for a second term of 5 (Five) years, to hold office from the conclusion of the 31^st (Thirty First) Annual General Meeting (“AGM”) till the conclusion of the 36^th (Thirty Sixth) AGM.

The Shareholders of the company at its 31^st (Thirty-First) AGM held on July 29, 2022 had approved the re-appointment of BSR & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) as the “Statutory Auditors” of the Company, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, to hold office for a second term of 5 (Five) years, i.e., from the conclusion of the 31^st (Thirty First) AGM, till the conclusion of the 36^th (Thirty Sixth) AGM.

46. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) were appointed by the Board of Directors at its Meeting held on May 9, 2022, as the “Cost Auditors” of the Company for the Financial Year 2022-23, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company at their 31^st Annual General Meeting (“AGM”) held on July 29, 2022, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2022-23, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai have been re-appointed by the Board of Directors, at its Meeting held on May 9, 2023, as the “Cost Auditors” of the Company for the Financial Year 2023-24, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 32^nd Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

47. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company, at its Meeting held on May 9, 2022, had appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2022-23 is annexed as “Annexure - B” to this Board’s Report.

The Board of Directors of your Company at its Meeting held on May 9, 2023, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.: P2014MH037400), who have provided their consent and confirmed their eligibility to act as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

48. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY:

Pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2022-23 of Creamline Dairy Products Limited (“CDPL”), an Unlisted Material Subsidiary of your Company, is annexed as “Annexure - C” to this Board’s Report.

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

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors’ Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 2022-23.

Except as stated below, there are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2022-23:

The Stock Exchanges had sought a clarification from the Company in February 2023 in relation to Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), regarding the composition of the Board, stating that half of the Board was not independent on November 1, 2022. In this connection, the Company has clarified that subsequent to Mr. Burjis Godrej joining the Board as an “Executive Director” with effect from November 1,2022, the Company has appointed Ms. Ritu Verma as an “Independent Director” with effect from January 27, 2023 [for a term of 5 (Five) years, i.e., upto January 26, 2028], thus reinstating the required optimal 50%-50% balance between Independent Directors and Non-Independent Directors, within a period of 3 (three) months as provided under Regulation 25(6) of the Listing Regulations. While the Company has duly deposited the penalty levied by the Stock Exchanges, the Company has also made an application for waiver of penalty amount, which is in process as on the date of this Report.

There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2021-22, which was received and noted during the Financial Year 2022-23. The Cost Audit Report for the Financial Year 2022-23 will be received in due course.

50. LISTING FEES:

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

51. DEPOSITORY SYSTEM:

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CdSL is INE850D01014.

52. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company’s success and growth.

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

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the “Annexure - D” to this Directors’ Report.

54. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company’s website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies. pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

The key policies that have been adopted by your Company are as follows:

1.	Risk Management Policy	The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in place an adequate risk management infrastructure capable of addressing these risks. In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2.	Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company’s strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.

3.	Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c) and Regulation 24 of the Listing Regulations. As on March 31, 2023, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5.	Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7.	Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for Prevention of Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.

13.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information (“UPSI”) without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company’s securities. In general, this Policy aims to maintain the uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.
14.	Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2022-23.
15.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17.	Human Rights Policy	Your Company has in place, a Human Rights Policy which demonstrates your Company’s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

55. SECRETARIAL STANDARDS:

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

56. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company has prepared its Business Responsibility & Sustainability Report (BRSR) for the Financial Year 2022-23, in accordance with the Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR seeks disclosures from listed entities on their performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct (NGBRCs) and reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis.

57. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2022-23 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as “Annexure - E” to this Report.

58. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (1ST) to 5.00 p.m. (1ST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 32^nd (Thirty-Second) Annual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and / or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

59. ADDITIONAL INFORMATION:

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

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

The Audited Annual Financial Statements and related information of the Company’s Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at [email protected].

The Subsidiary Companies’ Financial Statements are also available on the Company’s website https://www.godreiagrovet.com/investors/annual-reports. pursuant to the provisions of Section 136 of the Companies Act, 2013.

60. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

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

61. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2022-23, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual Report.

62. CAUTIONARY STATEMENT:

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

63. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

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

Sd/-

Nadir B. Godrej Chairman (DIN: 00066195)

Date: May 9, 2023 Place: Mumbai

---

Mar 31, 2022

Your Directors have pleasure in presenting this 31^st (Thirty First) Directors'' Report along with the Audited Financial Statements for the Financial Year ended March 31, 2022.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company''s Standalone and Consolidated performance during the Financial Year 2021-22 as compared with that of the previous Financial Year 2020-21 is summarized below:

[K in Crore)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	¦2020-21
Total Income	6,289.34	4,513.81	8,385.74	6,306.27
Profit Before Taxation & Exceptional Items	460.34	352.56	558.85	453.10
Less: Exceptional Expense	-	-	17.28	-
Profit Before Taxation (PBT)	460.34	352.56	541.57	453.10
Less: Tax Expense	100.13	73.56	122.42	105.53
Profit After Taxation (PAT)	360.21	279.00	419.15	347.57

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

Review of Operations / State of Affairs of the Company:

Your Company is a food and agri-conglomerate, dedicated to improving the productivity of Indian farmers by innovating products and services that sustainably increase crop and livestock yields.

The Financial Year 2021-22 was a strong financial year for your Company, in terms of top line growth with strengthening profitability. Your Company delivered a solid performance, clocking highest ever Total Income of R 8,385.7 Crore during the Financial Year 2021-22, growing at 33.0% year-on-year. Consolidated Profit Before Exceptional Items and Tax grew by 23.3% year-on-year. Most of your Company''s businesses registered a strong volume growth, with the exception of standalone Crop Protection segment. Growth in profitability was largely driven by Animal Feed, Oil Palm and Astec LifeSciences Limited (a subsidiary of your Company), while Crop Protection and Food businesses reported a decline in the operating margin.

There has been no change in the nature of business of your Company during the Financial Year 2021-22.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2021-22, the Animal Feed segment posted strong recovery in volumes which grew by 20.3% year-on-year. The robust volume growth was driven by new product launches and market share gains in key regions and this, coupled with higher realisations, led to 40.6% growth in the Animal Feed segment revenues during the Financial Year 2021-22. Segment results grew by 22.2% year-on-year, driven by realisation of Research & Development (R&D) benefits, price hikes and strategic stocking. This is despite entire feed industry suffering from a margin deterioration on account of the higher input costs inflation. All the major input commodities such as soybean meal, maize, fishmeal and de-oiled rice bran cake, etc. witnessed an unprecedented inflation during the Financial Year 202122.

Crop Protection:

Standalone Crop Protection segment revenues declined to R 544.9 Crore during the Financial Year 2021-22, from R 581.5 Crore during the Financial Year 2020-21. Your Company''s product sales were severely impacted by an erratic monsoon and the extreme weather conditions. During the second half of the Financial Year 2021-22, your Company focused on improving channel hygiene, which led to higher sales returns and increased provisions for doubtful debts. As a result, Standalone segment results declined by 33.9% to R 101.4 Crore from R 153.4 Crore. Your Company continued to work towards increasing the distribution reach of the inhouse products by partnering with other major agrochemical players in the industry. Your Company launched ''Gracia'' during the Financial Year 2021-22, extending in-licensing arrangement with Nissan Chemical Corporation, Japan.

Vegetable Oil:

Vegetable Oil segment registered excellent performance during the Financial Year 2021-22, driven by record-high oil prices, notable improvement in oil extraction ratio and a modest increase in volumes. Segment revenues increased to R 1,264.8 Crore from R 710.0 Crore, an increase of 78.1%. At the same time, segment results increased by 187.6% to R 240.8 Crore from R 83.7 Crore. Average prices for crude palm oil and palm kernel oil increased by 51% and 90% year-on-year respectively, during the Financial Year under review.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a statement containing the salient features of the Financial Statements of our Subsidiaries and Associates in the Form AOC-1 is annexed to and forms part of the Financial Statement. The statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements, the Audited Financial Statements of all the subsidiaries of your Company and other

documents annexed thereto are available on your Company''s website: www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company during the Financial Year 2021-22, as follows:

A. Review of Operations / State of Affairs of the Subsidiaries of the Company:1. Godvet Agrochem Limited:

Godvet Agrochem Limited ("Godvet") is a wholly -owned subsidiary of your Company. During the Financial Year 2021-22, Godvet recorded Profit Before Tax of R 1.1 Crore, as compared to Profit Before Tax of R 3.8 Crore during the Financial Year 2020-21.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited ("Astec") manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 25 (Twenty Five) countries.

During the Financial Year 2021-22, Astec recorded Consolidated Total Income of R 687.0 Crore, representing a growth of 22.1% over the previous Financial Year 2020-21. Profit Before Exceptional Items & Tax also increased to R 121.1 Crore, which is a growth of 36.0% year-on-year.

The shareholding of your Company in Astec as on March 31, 2022 was 63.29% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2021-22:

(i) Behram Chemicals Private Limited:

During the Financial Year 2021-22, Behram Chemicals Private Limited reported a Profit Before Tax of R 0.09 Crore, as compared to Profit Before Tax of R 0.09 Crore during the previous Financial Year 2020-21.

The shareholding of Astec in Behram Chemicals Private Limited as on March 31, 2022 was

65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2021-22, Comercializadora Agricola Agroastrachem Cia Ltda, a wholly-owned subsidiary of Astec, reported Nil Profit / Loss Before Tax, as compared to ^ 0.00* Crore during the previous Financial Year 2020-21.

*The amount reflected as "0.00" in the Financial Statement is value less than ^ 1 Lakh.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited ("CDPL") is one of the leading private dairy companies in Southern India and its products are sold under the brand name ''Godrej Jersey''.

During the Financial Year 2021-22, CDPL recorded a Total Income of ^ 1,178.5 Crore, representing a year-on-year growth of 13.5%. The good recovery during Financial Year 2021-22 as compared to the previous Financial Year 2020-21 was led primarily by an increase in the market share of value-added products, mainly Curd, Milk drinks and Ghee. However, profitability was impacted due to high input price inflation, coupled with no price hike taken in the first nine months of the Financial Year 2021-22. As a result, CDPL reported a Loss Before Tax Excluding Exceptional Items of (^ 32.3 Crore) during the current Financial Year 2021-22, vis-a-vis Profit of ^ 7.3 Crore during the previous Financial Year 2020-21.

The shareholding of your Company in CDPL as on March 31, 2022 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited ("GTFL") is engaged in the manufacturing of processed poultry and vegetarian products through its brands ''Real Good Chicken'' (RGC) and ''Yummiez''. GTFL is also engaged in the sale of live birds in the market.

During the Financial Year 2021-22, GTFL recorded a Total Income of ^ 785.6 Crore, representing a year-on-year growth of 30.0%. Growth in Total Income was driven by Real Good Chicken and live bird segments. However, an unprecedented rise in input costs led to decline in GTFL''s Profit Before Tax

to R 3.0 Crore during the Financial Year 2021-22, from ^ 22.7 Crore reported during the previous Financial Year 2020-21. Your Company currently holds a 51% equity stake in GTFL.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited ("GMPL") became a subsidiary of your Company during the Financial Year 2018-19. Your Company has increased its stake in GMPL to 100% during the Financial Year 2021-22 from 74.90% during the previous Financial Year.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion. During the Financial Year 2021-22, GMPL has reported a Loss Before Tax of (^ 9.8 Crore), as compared to a Loss Before Tax of (^ 8.1 Crore) during the previous Financial Year 2020-21.

B. Review of Operations / State of Affairs of Joint Ventures (JVs):(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (ACI GAVPL) recorded revenue of ^ 1,557.9 Crore during the Financial Year 2021-22, as compared to R 1,251.4 Crore during Financial Year 2020-21.

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

The shareholding of your Company in ACI GAVPL as on March 31, 2022 was 50% of the total Paid-up Equity Share Capital of ACI GAVPL.

(ii) Omnivore India Capital Trust:

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

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

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

Your Company currently has 24% equity stake in the Al Rahba International Trading Limited Liability Company (Al Rahba), an associate (with a 33.33% share in profits). The investment in Al Rahba appears as part of current investment during the Financial Year 2021-22.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2021-22, your Company had dual rating for its Commercial Paper Programme of ^ 1,000 Crore (Rupees One Thousand Crore Only) [enhanced from ^ 600 Crore (Rupees Six Hundred Crore Only) during the Financial Year 2021-22] as follows:

• Credit Rating by ICRA Limited: "ICRA A1 " (Pronounced as ''ICRA A one plus'' rating); and

• Credit Rating by CRISIL: "CRISIL A1 " (Pronounced as ''CRISIL A one plus'' rating).

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of ^ 1,000 Crore (Rupees One Thousand Crore Only), as on March 31, 2022.

Moreover, your Company continues to enjoy long term rating of "ICRA AA'''' (pronounced as ''ICRA double A'' for its ^ 60 Crore Fund Based limits and short term rating of "ICRA A1 " (pronounced as ''ICRA A one plus'' rating) for its ^ 500 Crore Fund Based limits and ^ 70 Crore NonFund Based limits.

4. INFORMATION SYSTEMS:

During the Financial Year 2021-22, with the COVID-19 pandemic situation improving, your Company has deployed technology solutions to enable and support hybrid work environment for its employees. It has formulated cybersecurity implementation roadmap to improve your Company''s cyber security maturity. Your

Company has also implemented solutions like Data Leakage Prevention, Endpoint Detection & Response (EDR), Zero Trust based network protection solution. Digital transformation initiatives across businesses are underway, which include deployment of web-based and mobile applications to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Your Company has also started pilot on use of latest technologies like Artificial Intelligence and Machine Learning (AI/ML) & Predictive analytics in its businesses.

5. MANUFACTURING FACILITIES:

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

Animal Feed:

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

Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oils:

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

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. During the pandemic year 2021-22, your Company undertook several

measures to maintain high health and hygiene standards at the workplace. Your Company has extensively vaccinated its employees, their families, contractual workforce and channel partners during the Financial Year 2021-22. Your Company also provided financial, health as well as medical support to employees impacted due to COVID-19 and has also put in place, specific benefit programmes to help families of deceased employees. Your Company also focused on the physical and mental health and rolled our various initiatives for employees and their families.

In order to help the Company in achieving its stretched ambition, ''the Extra Mile Sales Incentive Scheme'' was launched. The scheme offers multiples of the base incentive in case an employee exceeds the target achievement. The scheme was received well and the overall target achievement has improved during the Financial Year 2021-22.

Your Company continued to focus on the manpower productivity and efficiency during the Financial year under review. Therefore, the manpower additions were calibrated and manpower productivity improved substantially over the previous years.

The Great Resignation phenomenon resulted in increase in the attrition level amongst white collar employees to 10.50%. Your Company has undertaken various necessary steps to arrest the attrition through incentive programmes, career conversations and compensation corrections.

As on March 31, 2022, the total number of permanent employees of the Company was 2,711.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2021-22 to which the Financial Statements relate and the date of the Directors'' Report (i.e., from April 1, 2022 upto May 9, 2022). The global outbreak of COVID-19 health pandemic has significantly impacted the economy. The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports up to the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements. The Management has used the principles of prudence in applying judgments, estimates and assumptions including sensitivity analysis and based on the current estimates, the Management expects to fully recover the carrying amount of inventories, trade receivables, goodwill, intangible assets and investments. The eventual outcome of impact of the global health pandemic may be different from those estimated as on the date of approval of the Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2021-22:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2021-22 at the rate of 95% (Ninety Five per cent), i.e., ^ 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of ^ 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing 31^st (Thirty First) Annual General Meeting (AGM).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Monday, July 25, 2022 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after April 1, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 31^st (Thirty First) Annual General Meeting of the Company, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2021-22 is in accordance with the Company''s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Dividend Distribution Policy of the Company is made available on the website of the Company and can be accessed on the web-link

https://www.godreiagrovet.com/sustainability/codes-

and-policies.

B. Status of Final Dividend Declared for the Financial Year 2020-21:

The Company had declared a Final Dividend at the rate of 80%, i.e., R 8/- (Rupees Eight Only) per Equity Share of Face Value of R 10/- (Rupees Ten Only) each, at its 30^th (Thirtieth) Annual General Meeting held on August 10, 2021 for the Financial Year 2020-21, aggregating to R 1,53,69,00,544/- (Rupees One Hundred Fifty Three Crore Sixty Nine Lakh Five Hundred Forty Four Only).

As on March 31, 2022, R 1,53,66,68,290/- (Rupees One Hundred Fifty Three Crore Sixty Six Lakh Sixty Eight Thousand Two Hundred Ninety Only) was paid and

R 2,32,254/- (Rupees Two Lakh Thirty Two Thousand Two Hundred Fifty Four Only) is lying in the Unpaid Dividend Account for the said Financial Year.

The Dividend declared and paid for the Financial Year 2020-21 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company''s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2021-22.

10. SHARE CAPITAL:

Your Company''s Equity Share Capital position as at the beginning of the Financial Year 2021-22 (i.e., as on April 1, 2021) and as at the end of the said Financial Year (i.e., as on March 31, 2022) was as follows:

Category of Share Capital	Authorized Share Capital	Issued, Subscribed & Paid-up Share Capital
	No. of Face Value Total Shares Per Share Amount (R) (R)	No. of Face Value Total Amount Shares Per Share (R) (R)
As on April 1, 2021: Equity Preference TOTAL As on March 31, 2022: Equity Preference TOTAL	22.49.94.000 10 2,24,99,40,000 6,000 10 60,000 22.50.00. 000 2,25,00,00,000 22.49.94.000 10 2,24,99,40,000 6,000 10 60,000 22.50.00. 000 2,25,00,00,000	19.20.71.900 10 192,07,19,000 19.20.71.900 192,07,19,000 19.21.12.960 10 192,11,29,600 19.21.12.960 192,11,29,600

During the Financial Year 2021-22, your Company has allotted 41,060 (Forty One Thousand Sixty) Equity Shares of Face Value of R 10/- (Rupees Ten Only) each under the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 ("ESGS 2018"), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 41,060 (Forty One Thousand Sixty) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors, administers the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 ("ESGS 2018"), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share

Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange

Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company at

www.godrejagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2021-22.

Your Company has received a certificate from BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Shareholders. Any request for inspection of the said Certificate may please be sent to gavl.secretarial@godrejagrovet .com. The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been put on the website of the Company, viz., www.godrejagrovet.com

12.DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2021-22.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a)	Accepted during the Financial Year 2021-22	: Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2021-22	: Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved -
	(i) At the beginning of the year	: Nil
	(ii) Maximum during the year	: Nil
	(iii) At the end of the year	: Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	: Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited ("GIL"), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2022, the shareholding of GIL in your Company was 12,00,18,596 (Twelve Crore Eighteen Thousand Five Hundred Ninety Six) Equity Shares of Face Value of ^ 10/- (Rupees Ten Only) each, aggregating to 62.47% of the Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2021-22, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2021-22:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2021-22.

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your Company holds 63.29% of the Equity Share Capital as on March 31, 2022.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2021-22, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2022.

iv. Comercializadora Agricola

Agroastrachem Cia Ltda (Bogota Columbia):

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2021-22.

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your

Company holds 51.91% as on March 31, 2022 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2022, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi. Godrej Tyson Foods Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your

Company holds 51.00% as on March 31, 2022.

vii. Godrej Maxximilk Private Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22; Became a wholly-owned Subsidiary with effect from on June 22, 2021, vide acquisition of additional 24.90% equity stake, consequent to which equity holding increased from 74.90 % to 100%.

15. JOINT VENTURE COMPANY:

During the Financial Year 2021-22, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

Your Company holds 50% of the Paid-Up Equity Share Capital in ACI Godrej Agrovet Private Limited

("ACI GAVPL") (a body corporate incorporated in and under the laws of Bangladesh), while the remaining 50% of the Paid-Up Equity Share Capital in ACI GAVPL is held by Advanced Chemical Industries (ACI) Limited, Bangladesh, pursuant to a Joint Venture arrangement.

16. ASSOCIATE COMPANY:

During the Financial Year 2021-22, no company has newly become or ceased to be an Associate Company of your Company.

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

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

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2021-22, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / De-merger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2021-22.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2021-22, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2021-22, the Company has not made any settlement with its bankers for any loan/facility availed or/and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2021-22 is being placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2022:

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

The following changes have taken place in the Directors of your Company during the Financial Year 2021-22 and till the date of this Report:

Name of Director	Date & Particulars of Change
Dr. Ashok Gulati	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 7, 2021, appointed Dr. Ashok Gulati as an "Additional Director" (Non-Executive & Independent) of the Company.
	The Shareholders, at the 30th (Thirtieth) Annual General Meeting of the Company held on August 10, 2021, approved the appointment of Dr. Ashok Gulati as an "Independent Director" of the Company to hold office for a term of 5 (Five) years, i.e., with effect from May 7, 2021 upto May 6, 2026.
Mr. Jamshyd N. Godrej Mr. Pirojsha Godrej	In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Jamshyd N. Godrej and Mr. Pirojsha Godrej, Non-Executive & Non-Independent Directors, were

liable for retire by rotation at the 30th (Thirtieth) Annual General Meeting (AGM) of the Company on August 10, 2021 and being eligible and having offered themselves for reappointment, were re-appointed at the said AGM.
Mr. Vijay M. Crishna	Mr. Vijay M. Crishna resigned as a "Non-Executive, Non-Independent Director" with effect from the closure of business hours on November 8, 2021, due to advancement of age.
Dr. Ritu Anand Ms. Aditi Kothari Desai Ms. Roopa Purushothaman Mr. Kannan Sitaram	The first term of appointment of Dr. Ritu Anand, Ms. Aditi Kothari Desai, Ms. Roopa Purushothaman and Mr. Kannan Sitaram as "Independent Directors" of the Company was liable to come to an end on July 17, 2022. Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on February 4, 2022, approved and recommended to the Shareholders, the re-appointment of the aforesaid Directors as "Independent Directors", to hold office for a second term.
	Accordingly, the Shareholders of the Company, by passing Special Resolutions through Postal Ballot (whose results were declared on March 20, 2022), approved the said reappointment for a second term of 5 (Five) years, i.e., with effect from July 18, 2022 upto July 18, 2027.
Mr. Balram S. Yadav	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 9, 2022, has approved the reappointment of Mr. Balram S. Yadav as the "Managing Director" of the Company, for further period commencing from September 1, 2022 upto April 30, 2025, subject to the approval of the Shareholders at the ensuing 31st (Thirty-First) Annual General Meeting of the Company.
Mr. Nadir B. Godrej Ms. Nisaba Godrej	Mr. Nadir B. Godrej and Ms. Nisaba Godrej, Non-Executive & Non-Independent Directors, will retire by rotation at the ensuing 31st (Thirty-First) Annual General Meeting (AGM) of the Company, in accordance with the provisions of the Section 152 of Companies Act, 2013 and being eligible, offer themselves for re-appointment.
Mr. Burjis Godrej	The Board of Directors of Godrej Agrovet Limited at its Meeting held on February 4, 2022, has appointed Mr. Burjis Godrej as an "Executive Director" for a period of 5 (five) years to be effective from November 1, 2022 upto October 31, 2027, subject to the approval of the Shareholders at the ensuing Annual General Meeting.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2021-22.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2021-22:

1. Mr. Balram S. Yadav, Managing Director;

2. Mr. S. Varadaraj, Chief Financial Officer & Head - Legal & IT;

3. Mr. Vivek Raizada, Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

The Nomination and Remuneration Policy of your Company has been made available on website of the Company at

https://www.godreiagrovet.com/sustainability/codes-

and-policies.

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2022, the following Directors on your Company''s Board were Independent Directors:

1	Dr. Raghunath A. Mashelkar	(Independent Director)
2	Dr. Ritu Anand	(Independent Director)
3	Ms. Aditi Kothari Desai	(Independent Director)
4	Ms. Roopa Purushothaman	(Independent Director)
5	Mr. Natarajan Srinivasan	(Independent Director)
6	Mr. Kannan Sitaram	(Independent Director)
7	Dr. Ashok Gulati	(Independent Director)

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 9, 2022.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company''s website at https://www.godreiagrovet.com/sustainability/codes-and-policies.

The same is also reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company''s business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

(i) uphold ethical standards of integrity and probity;

(ii) act objectively and constructively while exercising his/her duties;

(iii) exercise his/her responsibilities in a bona fide manner in the interest of the Company;

(iv) devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

(v) not allow any extraneous considerations that will vitiate his/her exercise of obiective independent iudgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective iudgment of the Board of Directors in its decision-making;

(vi) not abuse his/her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

(vii) refrain from any action that would lead to loss of his/her independence;

(viii) where circumstances arise which make an Independent Director lose his/her independence, the Independent Director must immediately inform the Board accordingly;

(ix) assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 (as may be amended from time to time) and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2021-22 are available on the website of the Company and can be accessed through the web-link

https://www.godreiagrovet.com/investors/compli

ance.

In opinion of the Board of Directors of your Company, the following Independent Directors of the Company, whose appointment / re-appointment has been approved during the Financial Year 2021-22, possess the requisite integrity, expertise and experience:

Sr. No.	Name of the Director	Term of 5 (Five) years for Appointment / Re-appointment
		From	To
1.	Dr. Ashok Gulati	May 7, 2021	May 6, 2026
2.	Dr. Ritu Anand
3.	Ms. Aditi Kothari Desai		July 17, 2027
4.	Ms. Roopa Purushothaman	July 18, 2022
5.	Mr. Kannan Sitaram

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

Ms. Aditi Kothari Desai and Ms. Roopa Purushothaman who were required to appear for self-assessment proficiency test for Independent Directors, pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended from time to time), have successfully completed the said test. Dr. Raghunath Mashelkar, Dr. Ritu Anand, Mr. Natarajan Srinivasan, Mr. Kannan Sitaram and Dr. Ashok Gulati are exempted from appearing for self-assessment proficiency test of Independent Directors, as per the exemption criteria specified in the said Rules.

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2021-22, (i.e., May 7,

2021, August 10, 2021, November 9, 2021 and February 4, 2022). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

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

27.AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2022:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Natarajan Srinivasan (*)	Chairman, Non- Executive & Independent Director

2	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4	Mr. Balram S. Yadav	Member, Managing Director

(*) Mr. Natarajan Srinivasan, Independent Director has been inducted as the Chairman of Audit Committee with effect from April 23, 2021.

There were 5 (Five) Meetings of the Audit Committee held during the Financial Year 2021-22, (i.e., May 7, 2021, August 9, 2021, November 9, 2021, December 7, 2021 and February 4, 2022).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees.

The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2021-22, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors during the Financial Year 202122:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There were 3 (Three) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2021-22 (i.e., on May 7, 2021, November 8, 2021 & February 4, 2022).

29. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders'' Relationship Committee of the Board of Directors, comprising of the following Directors during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2	Mr. Balram S. Yadav	Member, Managing Director
3	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders'' Relationship Committee held during the Financial Year 2021-22 (i.e., on November 9, 2021).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to Stakeholders'' Relationship Committee. He has attended all the Meetings of the Stakeholders'' Relationship Committee held during the Financial Year 2021-22.

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

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Dr. Raghunath A. Mashelkar	Chairman, Non-Executive & Independent Director
2	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3	Mr. Balram S. Yadav	M e mber, Managing Director
4	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2021-22 (i.e., on May 7, 2021 and November 9, 2021).

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group''s ''Good & Green'' vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group''s Good & Green goals and have helped us carve out a reputation for being one of the most committed and responsible companies in the industry.

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

The CSR Policy of your Company (as amended) is available on your Company''s website on the web-link

https://www.godreiagrovet.com/ sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2021-22, your Company was required to spend R 6.73 Crore towards CSR Activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly, the Company''s CSR spending for the Financial Year 2021-22 was R 5.30 Crore. The shortfall of R 1.43 Crore in the amount of CSR spending is attributable to ongoing projects which will be completed by the Company in due course and the same has been duly transferred to Unspent CSR Account as on date.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2021-22 is annexed herewith as "Annexure - A”.

31.RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Members, during the Financial Year 2021-22:

Sr. No Name of the Director Designation in the Committee & Nature of Directorship

1 Mr. Nadir B. Godrej Chairman, Non-Executive & Non-Independent Director

2 Mr. Balram S. Yadav Member, Managing Director

3 Mr. Natarajan Srinivasan Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2021-22 (i.e., on November 9, 2021 & February 4, 2022).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

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

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

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

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

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

32. MANAGING COMMITTEE:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Members during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 12 (Twelve) times during the Financial Year 2021-22, (i.e., on April 6, 2021, May 7, 2021, June 7, 2021, July 8, 2021, July 29, 2021, August 10, 2021, September 14, 2021, October 28, 2021, November 25, 2021, December 7, 2021, January 17, 2022 and February 4, 2022).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. STRATEGY COMMITTEE:

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

34. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2021-22, i.e., on May 7, 2021, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

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

35. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy ("Policy") as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company''s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link

https://www.godreiagrovet.com/ sustainability/codes-and-policies. Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ''Whistle Blowing Officer'' and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy.

To support its people to overcome their ethical dilemmas and raise an ethical concern freely "Speak-up" was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors,

distributors and consultants to easily raise their ethical concerns in any of the following ways:

• Log on to the web portal

• Dial the hotline number

• Write to the Ethics E-mail id

• Reach out to the Whistle Blowing Officer

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

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

36. PERFORMANCE EVALUATION:

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

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

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

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE

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

The Board of Directors of your Company has constituted Internal Complaints Committees ("ICC") at Head Office as well as regional levels, pursuant to the provisions of

the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31, 2022:

1	Ms. Neeyati Shah	Chairperson
2	Mr. S. Varadaraj	Member
3	Mr. Salil Chinchore	Member
4	Ms. Priya Jain	Member
5	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace ("POSH Policy") under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 1 (One) complaint under the POSH Policy during the Financial Year 2021-22.

38. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2021-22 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.

40. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

OF THE COMPANIES ACT, 2013:

During the Financial Year 2021-22:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 57 of the Standalone Financial Statements, forming part of the Annual Report.

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2021-22, were on arm''s length basis and in the ordinary course of business.

During the Financial Year 2021-22, the Company has obtained approvals for or entered into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm''s length price:

1. The price for execution of an agreement for sale of property at Thiruvaranga Village and Bagur Village at Anugondanahalli Hobli, Hoskote Taluk, Bangalore Rural District, Karnataka, as a project in "as is where is condition" to/in favour of Godrej Properties Limited was revised to ^ 5.72 Crore (approximately) in terms of approvals granted by the Audit Committee and the Board of Directors during the previous Financial Year (on March 31, 2021).

2. The Company has obtained approval of the Audit Committee on December 7, 2021 and of the Board of Directors on February 4, 2022, for entering into a transaction with Godrej and Boyce Manufacturing Company Limited, for sale / disposal of a land admeasuring 71 Cents situated at Ambattur, Tamil Nadu, for an approximate aggregate consideration

of R 11.15 Crore.

41. FRAUD REPORTING:

During the Financial Year 2021-22, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

42. INTERNAL FINANCIAL CONTROLS:

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

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

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

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm''s length basis, entered into with an intent to further the Company''s interests.

44. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2022) and of the profit and loss of the Company for that period (i.e., the Financial Year 2021-22);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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

45. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed report on Corporate Governance is included in the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the "Secretarial Auditors" of your Company, have certified your Company''s compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

46. STATUTORY AUDITORS:

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

BSR & Co. LLP is eligible for re-appointment for a second term of 5 (Five) years and have provided a written confirmation that they are willing and eligible for reappointment and are not disqualified to be reappointed in terms of the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 has recommended for approval of the Shareholders at the ensuing 31^st (Thirty First) AGM of the Company, the re-appointment of B S R & Co. LLP, Chartered Accountants, as the "Statutory Auditors" of the Company, for a second term of 5 (Five) Years, to hold office from the conclusion of the 31^st (Thirty First) AGM till the conclusion of the 36^th (Thirty Sixth) AGM.

47. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) was appointed by the Board of Directors at its Meeting held on May 7, 2021, as the "Cost Auditors" of the Company for the Financial Year 2021-22, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company, at their 30^th Annual General Meeting ("AGM") held on August 10, 2021, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2021-22, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai has been re-appointed by the Board of Directors, at its Meeting held on May 9, 2022, as the "Cost Auditors" of the Company for the Financial Year 2022-23, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 31^st Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

48. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

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

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2021-22 is annexed as "Annexure - B" to this Board''s Report.

The Board of Directors of your Company at its Meeting held on May 9, 2022, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), who have provided their consent and confirmed their eligibility to act as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

49. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY:

Pursuant to the provisions of Regulation 24A of the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2021-22 of Creamline Dairy Products Limited ("CDPL"), an Unlisted Material Subsidiary of your Company, is annexed as "Annexure - C" to this Board''s Report.

50. RESPONSES TO QUALIFICATIONS,

RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY

AUDITORS, THE SECRETARIAL AUDITORS AND COST AUDITORS:

There are no qualifications, reservations, adverse

remarks and disclaimers of the Statutory Auditors in their Auditors'' Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 202122.

There are no qualifications, reservations, adverse

remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2021-22.

There are no qualifications, reservations, adverse

remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2020-21, which was received and noted during the Financial Year under review. The Cost Audit Report for the Financial Year 2021-22 will be received in due course.

51. LISTING FEES:

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

52. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE850D01014.

53. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company''s success and growth.

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

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

55. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed and/or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company''s website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements. The key policies that have been adopted by your Company are as follows:

1. Risk Management Policy

The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in

		place an adequate risk management infrastructure capable of addressing these risks.
		In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2.	Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company''s strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.
3.	Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c), Regulation 24 and Regulation 24A of the Listing Regulations.
		As on March 31, 2022, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5.	Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.

7.	Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.
13.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information ("UPSI") without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities. In general, this Policy aims to maintain the uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.

14.	Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2021-22.
15.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17.	Human Rights Policy	Your Company has in place, a Human Rights Policy which
		demonstrates your Company''s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

56. SECRETARIAL STANDARDS:

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

57. BUSINESS RESPONSIBILITY REPORT:

The Company has prepared its Business Responsibility Report for the Financial Year 2021-22, in accordance with of Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective. The said Report is prepared in accordance with the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' (NVGs) notified by the Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and forms part of this Annual Report.

58. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2021-22 was in accordance with the Nomination and Remuneration Policy of the Company.

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

59. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 31^st (Thirty First) Annual General Meeting of the Company, subject to such COVID-19 restrictions as may be imposed by the Government(s)

and/or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

60. ADDITIONAL INFORMATION:

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

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

The Audited Annual Financial Statements and related information of the Company''s Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at [email protected].

The Subsidiary Companies'' Financial Statements are also available on the Company''s website https://www.godreiagrovet.com/investors/annual-reports, pursuant to the provisions of Section 136 of the Companies Act, 2013.

61. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"),

all the unpaid or unclaimed dividends are required to be transferred to the Investor Education and Protection Fund established by the Central Government ("IEPF Authority"), upon completion of 7 (Seven) years. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

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

62. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2021-22, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

63. CAUTIONARY STATEMENT:

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

64. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

For and on behalf of the Board of Directors of Godrej Agrovet LimitedNadir B. Godrej Chairman (DIN:00066195)

Date: May 9, 2022 Place: Mumbai

---

Mar 31, 2022

Your Directors have pleasure in presenting this 31^st (Thirty First) Directors'' Report along with the Audited Financial Statements for the Financial Year ended March 31, 2022.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company''s Standalone and Consolidated performance during the Financial Year 2021-22 as compared with that of the previous Financial Year 2020-21 is summarized below:

[K in Crore)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	¦2020-21
Total Income	6,289.34	4,513.81	8,385.74	6,306.27
Profit Before Taxation & Exceptional Items	460.34	352.56	558.85	453.10
Less: Exceptional Expense	-	-	17.28	-
Profit Before Taxation (PBT)	460.34	352.56	541.57	453.10
Less: Tax Expense	100.13	73.56	122.42	105.53
Profit After Taxation (PAT)	360.21	279.00	419.15	347.57

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

Review of Operations / State of Affairs of the Company:

Your Company is a food and agri-conglomerate, dedicated to improving the productivity of Indian farmers by innovating products and services that sustainably increase crop and livestock yields.

The Financial Year 2021-22 was a strong financial year for your Company, in terms of top line growth with strengthening profitability. Your Company delivered a solid performance, clocking highest ever Total Income of R 8,385.7 Crore during the Financial Year 2021-22, growing at 33.0% year-on-year. Consolidated Profit Before Exceptional Items and Tax grew by 23.3% year-on-year. Most of your Company''s businesses registered a strong volume growth, with the exception of standalone Crop Protection segment. Growth in profitability was largely driven by Animal Feed, Oil Palm and Astec LifeSciences Limited (a subsidiary of your Company), while Crop Protection and Food businesses reported a decline in the operating margin.

There has been no change in the nature of business of your Company during the Financial Year 2021-22.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2021-22, the Animal Feed segment posted strong recovery in volumes which grew by 20.3% year-on-year. The robust volume growth was driven by new product launches and market share gains in key regions and this, coupled with higher realisations, led to 40.6% growth in the Animal Feed segment revenues during the Financial Year 2021-22. Segment results grew by 22.2% year-on-year, driven by realisation of Research & Development (R&D) benefits, price hikes and strategic stocking. This is despite entire feed industry suffering from a margin deterioration on account of the higher input costs inflation. All the major input commodities such as soybean meal, maize, fishmeal and de-oiled rice bran cake, etc. witnessed an unprecedented inflation during the Financial Year 202122.

Crop Protection:

Standalone Crop Protection segment revenues declined to R 544.9 Crore during the Financial Year 2021-22, from R 581.5 Crore during the Financial Year 2020-21. Your Company''s product sales were severely impacted by an erratic monsoon and the extreme weather conditions. During the second half of the Financial Year 2021-22, your Company focused on improving channel hygiene, which led to higher sales returns and increased provisions for doubtful debts. As a result, Standalone segment results declined by 33.9% to R 101.4 Crore from R 153.4 Crore. Your Company continued to work towards increasing the distribution reach of the inhouse products by partnering with other major agrochemical players in the industry. Your Company launched ''Gracia'' during the Financial Year 2021-22, extending in-licensing arrangement with Nissan Chemical Corporation, Japan.

Vegetable Oil:

Vegetable Oil segment registered excellent performance during the Financial Year 2021-22, driven by record-high oil prices, notable improvement in oil extraction ratio and a modest increase in volumes. Segment revenues increased to R 1,264.8 Crore from R 710.0 Crore, an increase of 78.1%. At the same time, segment results increased by 187.6% to R 240.8 Crore from R 83.7 Crore. Average prices for crude palm oil and palm kernel oil increased by 51% and 90% year-on-year respectively, during the Financial Year under review.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a statement containing the salient features of the Financial Statements of our Subsidiaries and Associates in the Form AOC-1 is annexed to and forms part of the Financial Statement. The statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements, the Audited Financial Statements of all the subsidiaries of your Company and other

documents annexed thereto are available on your Company''s website: www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company during the Financial Year 2021-22, as follows:

A. Review of Operations / State of Affairs of the Subsidiaries of the Company:1. Godvet Agrochem Limited:

Godvet Agrochem Limited ("Godvet") is a wholly -owned subsidiary of your Company. During the Financial Year 2021-22, Godvet recorded Profit Before Tax of R 1.1 Crore, as compared to Profit Before Tax of R 3.8 Crore during the Financial Year 2020-21.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited ("Astec") manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 25 (Twenty Five) countries.

During the Financial Year 2021-22, Astec recorded Consolidated Total Income of R 687.0 Crore, representing a growth of 22.1% over the previous Financial Year 2020-21. Profit Before Exceptional Items & Tax also increased to R 121.1 Crore, which is a growth of 36.0% year-on-year.

The shareholding of your Company in Astec as on March 31, 2022 was 63.29% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2021-22:

(i) Behram Chemicals Private Limited:

During the Financial Year 2021-22, Behram Chemicals Private Limited reported a Profit Before Tax of R 0.09 Crore, as compared to Profit Before Tax of R 0.09 Crore during the previous Financial Year 2020-21.

The shareholding of Astec in Behram Chemicals Private Limited as on March 31, 2022 was

65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2021-22, Comercializadora Agricola Agroastrachem Cia Ltda, a wholly-owned subsidiary of Astec, reported Nil Profit / Loss Before Tax, as compared to ^ 0.00* Crore during the previous Financial Year 2020-21.

*The amount reflected as "0.00" in the Financial Statement is value less than ^ 1 Lakh.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited ("CDPL") is one of the leading private dairy companies in Southern India and its products are sold under the brand name ''Godrej Jersey''.

During the Financial Year 2021-22, CDPL recorded a Total Income of ^ 1,178.5 Crore, representing a year-on-year growth of 13.5%. The good recovery during Financial Year 2021-22 as compared to the previous Financial Year 2020-21 was led primarily by an increase in the market share of value-added products, mainly Curd, Milk drinks and Ghee. However, profitability was impacted due to high input price inflation, coupled with no price hike taken in the first nine months of the Financial Year 2021-22. As a result, CDPL reported a Loss Before Tax Excluding Exceptional Items of (^ 32.3 Crore) during the current Financial Year 2021-22, vis-a-vis Profit of ^ 7.3 Crore during the previous Financial Year 2020-21.

The shareholding of your Company in CDPL as on March 31, 2022 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited ("GTFL") is engaged in the manufacturing of processed poultry and vegetarian products through its brands ''Real Good Chicken'' (RGC) and ''Yummiez''. GTFL is also engaged in the sale of live birds in the market.

During the Financial Year 2021-22, GTFL recorded a Total Income of ^ 785.6 Crore, representing a year-on-year growth of 30.0%. Growth in Total Income was driven by Real Good Chicken and live bird segments. However, an unprecedented rise in input costs led to decline in GTFL''s Profit Before Tax

to R 3.0 Crore during the Financial Year 2021-22, from ^ 22.7 Crore reported during the previous Financial Year 2020-21. Your Company currently holds a 51% equity stake in GTFL.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited ("GMPL") became a subsidiary of your Company during the Financial Year 2018-19. Your Company has increased its stake in GMPL to 100% during the Financial Year 2021-22 from 74.90% during the previous Financial Year.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion. During the Financial Year 2021-22, GMPL has reported a Loss Before Tax of (^ 9.8 Crore), as compared to a Loss Before Tax of (^ 8.1 Crore) during the previous Financial Year 2020-21.

B. Review of Operations / State of Affairs of Joint Ventures (JVs):(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (ACI GAVPL) recorded revenue of ^ 1,557.9 Crore during the Financial Year 2021-22, as compared to R 1,251.4 Crore during Financial Year 2020-21.

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

The shareholding of your Company in ACI GAVPL as on March 31, 2022 was 50% of the total Paid-up Equity Share Capital of ACI GAVPL.

(ii) Omnivore India Capital Trust:

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

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

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

Your Company currently has 24% equity stake in the Al Rahba International Trading Limited Liability Company (Al Rahba), an associate (with a 33.33% share in profits). The investment in Al Rahba appears as part of current investment during the Financial Year 2021-22.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2021-22, your Company had dual rating for its Commercial Paper Programme of ^ 1,000 Crore (Rupees One Thousand Crore Only) [enhanced from ^ 600 Crore (Rupees Six Hundred Crore Only) during the Financial Year 2021-22] as follows:

• Credit Rating by ICRA Limited: "ICRA A1 " (Pronounced as ''ICRA A one plus'' rating); and

• Credit Rating by CRISIL: "CRISIL A1 " (Pronounced as ''CRISIL A one plus'' rating).

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of ^ 1,000 Crore (Rupees One Thousand Crore Only), as on March 31, 2022.

Moreover, your Company continues to enjoy long term rating of "ICRA AA'''' (pronounced as ''ICRA double A'' for its ^ 60 Crore Fund Based limits and short term rating of "ICRA A1 " (pronounced as ''ICRA A one plus'' rating) for its ^ 500 Crore Fund Based limits and ^ 70 Crore NonFund Based limits.

4. INFORMATION SYSTEMS:

During the Financial Year 2021-22, with the COVID-19 pandemic situation improving, your Company has deployed technology solutions to enable and support hybrid work environment for its employees. It has formulated cybersecurity implementation roadmap to improve your Company''s cyber security maturity. Your

Company has also implemented solutions like Data Leakage Prevention, Endpoint Detection & Response (EDR), Zero Trust based network protection solution. Digital transformation initiatives across businesses are underway, which include deployment of web-based and mobile applications to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Your Company has also started pilot on use of latest technologies like Artificial Intelligence and Machine Learning (AI/ML) & Predictive analytics in its businesses.

5. MANUFACTURING FACILITIES:

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

Animal Feed:

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

Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oils:

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

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. During the pandemic year 2021-22, your Company undertook several

measures to maintain high health and hygiene standards at the workplace. Your Company has extensively vaccinated its employees, their families, contractual workforce and channel partners during the Financial Year 2021-22. Your Company also provided financial, health as well as medical support to employees impacted due to COVID-19 and has also put in place, specific benefit programmes to help families of deceased employees. Your Company also focused on the physical and mental health and rolled our various initiatives for employees and their families.

In order to help the Company in achieving its stretched ambition, ''the Extra Mile Sales Incentive Scheme'' was launched. The scheme offers multiples of the base incentive in case an employee exceeds the target achievement. The scheme was received well and the overall target achievement has improved during the Financial Year 2021-22.

Your Company continued to focus on the manpower productivity and efficiency during the Financial year under review. Therefore, the manpower additions were calibrated and manpower productivity improved substantially over the previous years.

The Great Resignation phenomenon resulted in increase in the attrition level amongst white collar employees to 10.50%. Your Company has undertaken various necessary steps to arrest the attrition through incentive programmes, career conversations and compensation corrections.

As on March 31, 2022, the total number of permanent employees of the Company was 2,711.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2021-22 to which the Financial Statements relate and the date of the Directors'' Report (i.e., from April 1, 2022 upto May 9, 2022). The global outbreak of COVID-19 health pandemic has significantly impacted the economy. The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports up to the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements. The Management has used the principles of prudence in applying judgments, estimates and assumptions including sensitivity analysis and based on the current estimates, the Management expects to fully recover the carrying amount of inventories, trade receivables, goodwill, intangible assets and investments. The eventual outcome of impact of the global health pandemic may be different from those estimated as on the date of approval of the Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2021-22:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2021-22 at the rate of 95% (Ninety Five per cent), i.e., ^ 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of ^ 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing 31^st (Thirty First) Annual General Meeting (AGM).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Monday, July 25, 2022 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after April 1, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 31^st (Thirty First) Annual General Meeting of the Company, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2021-22 is in accordance with the Company''s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Dividend Distribution Policy of the Company is made available on the website of the Company and can be accessed on the web-link

https://www.godreiagrovet.com/sustainability/codes-

and-policies.

B. Status of Final Dividend Declared for the Financial Year 2020-21:

The Company had declared a Final Dividend at the rate of 80%, i.e., R 8/- (Rupees Eight Only) per Equity Share of Face Value of R 10/- (Rupees Ten Only) each, at its 30^th (Thirtieth) Annual General Meeting held on August 10, 2021 for the Financial Year 2020-21, aggregating to R 1,53,69,00,544/- (Rupees One Hundred Fifty Three Crore Sixty Nine Lakh Five Hundred Forty Four Only).

As on March 31, 2022, R 1,53,66,68,290/- (Rupees One Hundred Fifty Three Crore Sixty Six Lakh Sixty Eight Thousand Two Hundred Ninety Only) was paid and

R 2,32,254/- (Rupees Two Lakh Thirty Two Thousand Two Hundred Fifty Four Only) is lying in the Unpaid Dividend Account for the said Financial Year.

The Dividend declared and paid for the Financial Year 2020-21 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company''s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2021-22.

10. SHARE CAPITAL:

Your Company''s Equity Share Capital position as at the beginning of the Financial Year 2021-22 (i.e., as on April 1, 2021) and as at the end of the said Financial Year (i.e., as on March 31, 2022) was as follows:

Category of Share Capital	Authorized Share Capital	Issued, Subscribed & Paid-up Share Capital
	No. of Face Value Total Shares Per Share Amount (R) (R)	No. of Face Value Total Amount Shares Per Share (R) (R)
As on April 1, 2021: Equity Preference TOTAL As on March 31, 2022: Equity Preference TOTAL	22.49.94.000 10 2,24,99,40,000 6,000 10 60,000 22.50.00. 000 2,25,00,00,000 22.49.94.000 10 2,24,99,40,000 6,000 10 60,000 22.50.00. 000 2,25,00,00,000	19.20.71.900 10 192,07,19,000 19.20.71.900 192,07,19,000 19.21.12.960 10 192,11,29,600 19.21.12.960 192,11,29,600

During the Financial Year 2021-22, your Company has allotted 41,060 (Forty One Thousand Sixty) Equity Shares of Face Value of R 10/- (Rupees Ten Only) each under the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 ("ESGS 2018"), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 41,060 (Forty One Thousand Sixty) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors, administers the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 ("ESGS 2018"), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share

Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange

Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company at

www.godrejagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2021-22.

Your Company has received a certificate from BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Shareholders. Any request for inspection of the said Certificate may please be sent to gavl.secretarial@godrejagrovet .com. The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been put on the website of the Company, viz., www.godrejagrovet.com

12.DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2021-22.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a)	Accepted during the Financial Year 2021-22	: Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2021-22	: Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved -
	(i) At the beginning of the year	: Nil
	(ii) Maximum during the year	: Nil
	(iii) At the end of the year	: Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	: Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited ("GIL"), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2022, the shareholding of GIL in your Company was 12,00,18,596 (Twelve Crore Eighteen Thousand Five Hundred Ninety Six) Equity Shares of Face Value of ^ 10/- (Rupees Ten Only) each, aggregating to 62.47% of the Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2021-22, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2021-22:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2021-22.

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your Company holds 63.29% of the Equity Share Capital as on March 31, 2022.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2021-22, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2022.

iv. Comercializadora Agricola

Agroastrachem Cia Ltda (Bogota Columbia):

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2021-22.

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your

Company holds 51.91% as on March 31, 2022 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2022, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi. Godrej Tyson Foods Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your

Company holds 51.00% as on March 31, 2022.

vii. Godrej Maxximilk Private Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22; Became a wholly-owned Subsidiary with effect from on June 22, 2021, vide acquisition of additional 24.90% equity stake, consequent to which equity holding increased from 74.90 % to 100%.

15. JOINT VENTURE COMPANY:

During the Financial Year 2021-22, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

Your Company holds 50% of the Paid-Up Equity Share Capital in ACI Godrej Agrovet Private Limited

("ACI GAVPL") (a body corporate incorporated in and under the laws of Bangladesh), while the remaining 50% of the Paid-Up Equity Share Capital in ACI GAVPL is held by Advanced Chemical Industries (ACI) Limited, Bangladesh, pursuant to a Joint Venture arrangement.

16. ASSOCIATE COMPANY:

During the Financial Year 2021-22, no company has newly become or ceased to be an Associate Company of your Company.

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

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

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2021-22, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / De-merger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2021-22.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2021-22, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2021-22, the Company has not made any settlement with its bankers for any loan/facility availed or/and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2021-22 is being placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2022:

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

The following changes have taken place in the Directors of your Company during the Financial Year 2021-22 and till the date of this Report:

Name of Director	Date & Particulars of Change
Dr. Ashok Gulati	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 7, 2021, appointed Dr. Ashok Gulati as an "Additional Director" (Non-Executive & Independent) of the Company.
	The Shareholders, at the 30th (Thirtieth) Annual General Meeting of the Company held on August 10, 2021, approved the appointment of Dr. Ashok Gulati as an "Independent Director" of the Company to hold office for a term of 5 (Five) years, i.e., with effect from May 7, 2021 upto May 6, 2026.
Mr. Jamshyd N. Godrej Mr. Pirojsha Godrej	In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Jamshyd N. Godrej and Mr. Pirojsha Godrej, Non-Executive & Non-Independent Directors, were

liable for retire by rotation at the 30th (Thirtieth) Annual General Meeting (AGM) of the Company on August 10, 2021 and being eligible and having offered themselves for reappointment, were re-appointed at the said AGM.
Mr. Vijay M. Crishna	Mr. Vijay M. Crishna resigned as a "Non-Executive, Non-Independent Director" with effect from the closure of business hours on November 8, 2021, due to advancement of age.
Dr. Ritu Anand Ms. Aditi Kothari Desai Ms. Roopa Purushothaman Mr. Kannan Sitaram	The first term of appointment of Dr. Ritu Anand, Ms. Aditi Kothari Desai, Ms. Roopa Purushothaman and Mr. Kannan Sitaram as "Independent Directors" of the Company was liable to come to an end on July 17, 2022. Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on February 4, 2022, approved and recommended to the Shareholders, the re-appointment of the aforesaid Directors as "Independent Directors", to hold office for a second term.
	Accordingly, the Shareholders of the Company, by passing Special Resolutions through Postal Ballot (whose results were declared on March 20, 2022), approved the said reappointment for a second term of 5 (Five) years, i.e., with effect from July 18, 2022 upto July 18, 2027.
Mr. Balram S. Yadav	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 9, 2022, has approved the reappointment of Mr. Balram S. Yadav as the "Managing Director" of the Company, for further period commencing from September 1, 2022 upto April 30, 2025, subject to the approval of the Shareholders at the ensuing 31st (Thirty-First) Annual General Meeting of the Company.
Mr. Nadir B. Godrej Ms. Nisaba Godrej	Mr. Nadir B. Godrej and Ms. Nisaba Godrej, Non-Executive & Non-Independent Directors, will retire by rotation at the ensuing 31st (Thirty-First) Annual General Meeting (AGM) of the Company, in accordance with the provisions of the Section 152 of Companies Act, 2013 and being eligible, offer themselves for re-appointment.
Mr. Burjis Godrej	The Board of Directors of Godrej Agrovet Limited at its Meeting held on February 4, 2022, has appointed Mr. Burjis Godrej as an "Executive Director" for a period of 5 (five) years to be effective from November 1, 2022 upto October 31, 2027, subject to the approval of the Shareholders at the ensuing Annual General Meeting.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2021-22.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2021-22:

1. Mr. Balram S. Yadav, Managing Director;

2. Mr. S. Varadaraj, Chief Financial Officer & Head - Legal & IT;

3. Mr. Vivek Raizada, Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

The Nomination and Remuneration Policy of your Company has been made available on website of the Company at

https://www.godreiagrovet.com/sustainability/codes-

and-policies.

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2022, the following Directors on your Company''s Board were Independent Directors:

1	Dr. Raghunath A. Mashelkar	(Independent Director)
2	Dr. Ritu Anand	(Independent Director)
3	Ms. Aditi Kothari Desai	(Independent Director)
4	Ms. Roopa Purushothaman	(Independent Director)
5	Mr. Natarajan Srinivasan	(Independent Director)
6	Mr. Kannan Sitaram	(Independent Director)
7	Dr. Ashok Gulati	(Independent Director)

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 9, 2022.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company''s website at https://www.godreiagrovet.com/sustainability/codes-and-policies.

The same is also reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company''s business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

(i) uphold ethical standards of integrity and probity;

(ii) act objectively and constructively while exercising his/her duties;

(iii) exercise his/her responsibilities in a bona fide manner in the interest of the Company;

(iv) devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

(v) not allow any extraneous considerations that will vitiate his/her exercise of obiective independent iudgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective iudgment of the Board of Directors in its decision-making;

(vi) not abuse his/her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

(vii) refrain from any action that would lead to loss of his/her independence;

(viii) where circumstances arise which make an Independent Director lose his/her independence, the Independent Director must immediately inform the Board accordingly;

(ix) assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 (as may be amended from time to time) and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2021-22 are available on the website of the Company and can be accessed through the web-link

https://www.godreiagrovet.com/investors/compli

ance.

In opinion of the Board of Directors of your Company, the following Independent Directors of the Company, whose appointment / re-appointment has been approved during the Financial Year 2021-22, possess the requisite integrity, expertise and experience:

Sr. No.	Name of the Director	Term of 5 (Five) years for Appointment / Re-appointment
		From	To
1.	Dr. Ashok Gulati	May 7, 2021	May 6, 2026
2.	Dr. Ritu Anand
3.	Ms. Aditi Kothari Desai		July 17, 2027
4.	Ms. Roopa Purushothaman	July 18, 2022
5.	Mr. Kannan Sitaram

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

Ms. Aditi Kothari Desai and Ms. Roopa Purushothaman who were required to appear for self-assessment proficiency test for Independent Directors, pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended from time to time), have successfully completed the said test. Dr. Raghunath Mashelkar, Dr. Ritu Anand, Mr. Natarajan Srinivasan, Mr. Kannan Sitaram and Dr. Ashok Gulati are exempted from appearing for self-assessment proficiency test of Independent Directors, as per the exemption criteria specified in the said Rules.

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2021-22, (i.e., May 7,

2021, August 10, 2021, November 9, 2021 and February 4, 2022). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

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

27.AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2022:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Natarajan Srinivasan (*)	Chairman, Non- Executive & Independent Director

2	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4	Mr. Balram S. Yadav	Member, Managing Director

(*) Mr. Natarajan Srinivasan, Independent Director has been inducted as the Chairman of Audit Committee with effect from April 23, 2021.

There were 5 (Five) Meetings of the Audit Committee held during the Financial Year 2021-22, (i.e., May 7, 2021, August 9, 2021, November 9, 2021, December 7, 2021 and February 4, 2022).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees.

The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2021-22, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors during the Financial Year 202122:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There were 3 (Three) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2021-22 (i.e., on May 7, 2021, November 8, 2021 & February 4, 2022).

29. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders'' Relationship Committee of the Board of Directors, comprising of the following Directors during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2	Mr. Balram S. Yadav	Member, Managing Director
3	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders'' Relationship Committee held during the Financial Year 2021-22 (i.e., on November 9, 2021).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to Stakeholders'' Relationship Committee. He has attended all the Meetings of the Stakeholders'' Relationship Committee held during the Financial Year 2021-22.

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

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Dr. Raghunath A. Mashelkar	Chairman, Non-Executive & Independent Director
2	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3	Mr. Balram S. Yadav	M e mber, Managing Director
4	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2021-22 (i.e., on May 7, 2021 and November 9, 2021).

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group''s ''Good & Green'' vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group''s Good & Green goals and have helped us carve out a reputation for being one of the most committed and responsible companies in the industry.

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

The CSR Policy of your Company (as amended) is available on your Company''s website on the web-link

https://www.godreiagrovet.com/ sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2021-22, your Company was required to spend R 6.73 Crore towards CSR Activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly, the Company''s CSR spending for the Financial Year 2021-22 was R 5.30 Crore. The shortfall of R 1.43 Crore in the amount of CSR spending is attributable to ongoing projects which will be completed by the Company in due course and the same has been duly transferred to Unspent CSR Account as on date.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2021-22 is annexed herewith as "Annexure - A”.

31.RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Members, during the Financial Year 2021-22:

Sr. No Name of the Director Designation in the Committee & Nature of Directorship

1 Mr. Nadir B. Godrej Chairman, Non-Executive & Non-Independent Director

2 Mr. Balram S. Yadav Member, Managing Director

3 Mr. Natarajan Srinivasan Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2021-22 (i.e., on November 9, 2021 & February 4, 2022).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

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

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

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

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

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

32. MANAGING COMMITTEE:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Members during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 12 (Twelve) times during the Financial Year 2021-22, (i.e., on April 6, 2021, May 7, 2021, June 7, 2021, July 8, 2021, July 29, 2021, August 10, 2021, September 14, 2021, October 28, 2021, November 25, 2021, December 7, 2021, January 17, 2022 and February 4, 2022).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. STRATEGY COMMITTEE:

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

34. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2021-22, i.e., on May 7, 2021, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

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

35. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy ("Policy") as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company''s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link

https://www.godreiagrovet.com/ sustainability/codes-and-policies. Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ''Whistle Blowing Officer'' and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy.

To support its people to overcome their ethical dilemmas and raise an ethical concern freely "Speak-up" was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors,

distributors and consultants to easily raise their ethical concerns in any of the following ways:

• Log on to the web portal

• Dial the hotline number

• Write to the Ethics E-mail id

• Reach out to the Whistle Blowing Officer

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

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

36. PERFORMANCE EVALUATION:

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

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

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

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE

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

The Board of Directors of your Company has constituted Internal Complaints Committees ("ICC") at Head Office as well as regional levels, pursuant to the provisions of

the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31, 2022:

1	Ms. Neeyati Shah	Chairperson
2	Mr. S. Varadaraj	Member
3	Mr. Salil Chinchore	Member
4	Ms. Priya Jain	Member
5	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace ("POSH Policy") under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 1 (One) complaint under the POSH Policy during the Financial Year 2021-22.

38. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2021-22 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.

40. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

OF THE COMPANIES ACT, 2013:

During the Financial Year 2021-22:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 57 of the Standalone Financial Statements, forming part of the Annual Report.

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2021-22, were on arm''s length basis and in the ordinary course of business.

During the Financial Year 2021-22, the Company has obtained approvals for or entered into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm''s length price:

1. The price for execution of an agreement for sale of property at Thiruvaranga Village and Bagur Village at Anugondanahalli Hobli, Hoskote Taluk, Bangalore Rural District, Karnataka, as a project in "as is where is condition" to/in favour of Godrej Properties Limited was revised to ^ 5.72 Crore (approximately) in terms of approvals granted by the Audit Committee and the Board of Directors during the previous Financial Year (on March 31, 2021).

2. The Company has obtained approval of the Audit Committee on December 7, 2021 and of the Board of Directors on February 4, 2022, for entering into a transaction with Godrej and Boyce Manufacturing Company Limited, for sale / disposal of a land admeasuring 71 Cents situated at Ambattur, Tamil Nadu, for an approximate aggregate consideration

of R 11.15 Crore.

41. FRAUD REPORTING:

During the Financial Year 2021-22, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

42. INTERNAL FINANCIAL CONTROLS:

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

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

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

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm''s length basis, entered into with an intent to further the Company''s interests.

44. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2022) and of the profit and loss of the Company for that period (i.e., the Financial Year 2021-22);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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

45. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed report on Corporate Governance is included in the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the "Secretarial Auditors" of your Company, have certified your Company''s compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

46. STATUTORY AUDITORS:

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

BSR & Co. LLP is eligible for re-appointment for a second term of 5 (Five) years and have provided a written confirmation that they are willing and eligible for reappointment and are not disqualified to be reappointed in terms of the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 has recommended for approval of the Shareholders at the ensuing 31^st (Thirty First) AGM of the Company, the re-appointment of B S R & Co. LLP, Chartered Accountants, as the "Statutory Auditors" of the Company, for a second term of 5 (Five) Years, to hold office from the conclusion of the 31^st (Thirty First) AGM till the conclusion of the 36^th (Thirty Sixth) AGM.

47. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) was appointed by the Board of Directors at its Meeting held on May 7, 2021, as the "Cost Auditors" of the Company for the Financial Year 2021-22, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company, at their 30^th Annual General Meeting ("AGM") held on August 10, 2021, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2021-22, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai has been re-appointed by the Board of Directors, at its Meeting held on May 9, 2022, as the "Cost Auditors" of the Company for the Financial Year 2022-23, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 31^st Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

48. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

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

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2021-22 is annexed as "Annexure - B" to this Board''s Report.

The Board of Directors of your Company at its Meeting held on May 9, 2022, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), who have provided their consent and confirmed their eligibility to act as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

49. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY:

Pursuant to the provisions of Regulation 24A of the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2021-22 of Creamline Dairy Products Limited ("CDPL"), an Unlisted Material Subsidiary of your Company, is annexed as "Annexure - C" to this Board''s Report.

50. RESPONSES TO QUALIFICATIONS,

RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY

AUDITORS, THE SECRETARIAL AUDITORS AND COST AUDITORS:

There are no qualifications, reservations, adverse

remarks and disclaimers of the Statutory Auditors in their Auditors'' Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 202122.

There are no qualifications, reservations, adverse

remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2021-22.

There are no qualifications, reservations, adverse

remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2020-21, which was received and noted during the Financial Year under review. The Cost Audit Report for the Financial Year 2021-22 will be received in due course.

51. LISTING FEES:

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

52. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE850D01014.

53. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company''s success and growth.

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

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

55. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed and/or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company''s website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements. The key policies that have been adopted by your Company are as follows:

1. Risk Management Policy

The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in

		place an adequate risk management infrastructure capable of addressing these risks.
		In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2.	Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company''s strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.
3.	Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c), Regulation 24 and Regulation 24A of the Listing Regulations.
		As on March 31, 2022, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5.	Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.

7.	Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.
13.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information ("UPSI") without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities. In general, this Policy aims to maintain the uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.

14.	Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2021-22.
15.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17.	Human Rights Policy	Your Company has in place, a Human Rights Policy which
		demonstrates your Company''s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

56. SECRETARIAL STANDARDS:

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

57. BUSINESS RESPONSIBILITY REPORT:

The Company has prepared its Business Responsibility Report for the Financial Year 2021-22, in accordance with of Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective. The said Report is prepared in accordance with the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' (NVGs) notified by the Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and forms part of this Annual Report.

58. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2021-22 was in accordance with the Nomination and Remuneration Policy of the Company.

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

59. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 31^st (Thirty First) Annual General Meeting of the Company, subject to such COVID-19 restrictions as may be imposed by the Government(s)

and/or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

60. ADDITIONAL INFORMATION:

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

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

The Audited Annual Financial Statements and related information of the Company''s Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at [email protected].

The Subsidiary Companies'' Financial Statements are also available on the Company''s website https://www.godreiagrovet.com/investors/annual-reports, pursuant to the provisions of Section 136 of the Companies Act, 2013.

61. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"),

all the unpaid or unclaimed dividends are required to be transferred to the Investor Education and Protection Fund established by the Central Government ("IEPF Authority"), upon completion of 7 (Seven) years. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

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

62. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2021-22, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

63. CAUTIONARY STATEMENT:

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

64. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

For and on behalf of the Board of Directors of Godrej Agrovet LimitedNadir B. Godrej Chairman (DIN:00066195)

Date: May 9, 2022 Place: Mumbai

---

Mar 31, 2022

Your Directors have pleasure in presenting this 31^st (Thirty First) Directors'' Report along with the Audited Financial Statements for the Financial Year ended March 31, 2022.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company''s Standalone and Consolidated performance during the Financial Year 2021-22 as compared with that of the previous Financial Year 2020-21 is summarized below:

[K in Crore)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	¦2020-21
Total Income	6,289.34	4,513.81	8,385.74	6,306.27
Profit Before Taxation & Exceptional Items	460.34	352.56	558.85	453.10
Less: Exceptional Expense	-	-	17.28	-
Profit Before Taxation (PBT)	460.34	352.56	541.57	453.10
Less: Tax Expense	100.13	73.56	122.42	105.53
Profit After Taxation (PAT)	360.21	279.00	419.15	347.57

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

Review of Operations / State of Affairs of the Company:

Your Company is a food and agri-conglomerate, dedicated to improving the productivity of Indian farmers by innovating products and services that sustainably increase crop and livestock yields.

The Financial Year 2021-22 was a strong financial year for your Company, in terms of top line growth with strengthening profitability. Your Company delivered a solid performance, clocking highest ever Total Income of R 8,385.7 Crore during the Financial Year 2021-22, growing at 33.0% year-on-year. Consolidated Profit Before Exceptional Items and Tax grew by 23.3% year-on-year. Most of your Company''s businesses registered a strong volume growth, with the exception of standalone Crop Protection segment. Growth in profitability was largely driven by Animal Feed, Oil Palm and Astec LifeSciences Limited (a subsidiary of your Company), while Crop Protection and Food businesses reported a decline in the operating margin.

There has been no change in the nature of business of your Company during the Financial Year 2021-22.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2021-22, the Animal Feed segment posted strong recovery in volumes which grew by 20.3% year-on-year. The robust volume growth was driven by new product launches and market share gains in key regions and this, coupled with higher realisations, led to 40.6% growth in the Animal Feed segment revenues during the Financial Year 2021-22. Segment results grew by 22.2% year-on-year, driven by realisation of Research & Development (R&D) benefits, price hikes and strategic stocking. This is despite entire feed industry suffering from a margin deterioration on account of the higher input costs inflation. All the major input commodities such as soybean meal, maize, fishmeal and de-oiled rice bran cake, etc. witnessed an unprecedented inflation during the Financial Year 202122.

Crop Protection:

Standalone Crop Protection segment revenues declined to R 544.9 Crore during the Financial Year 2021-22, from R 581.5 Crore during the Financial Year 2020-21. Your Company''s product sales were severely impacted by an erratic monsoon and the extreme weather conditions. During the second half of the Financial Year 2021-22, your Company focused on improving channel hygiene, which led to higher sales returns and increased provisions for doubtful debts. As a result, Standalone segment results declined by 33.9% to R 101.4 Crore from R 153.4 Crore. Your Company continued to work towards increasing the distribution reach of the inhouse products by partnering with other major agrochemical players in the industry. Your Company launched ''Gracia'' during the Financial Year 2021-22, extending in-licensing arrangement with Nissan Chemical Corporation, Japan.

Vegetable Oil:

Vegetable Oil segment registered excellent performance during the Financial Year 2021-22, driven by record-high oil prices, notable improvement in oil extraction ratio and a modest increase in volumes. Segment revenues increased to R 1,264.8 Crore from R 710.0 Crore, an increase of 78.1%. At the same time, segment results increased by 187.6% to R 240.8 Crore from R 83.7 Crore. Average prices for crude palm oil and palm kernel oil increased by 51% and 90% year-on-year respectively, during the Financial Year under review.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a statement containing the salient features of the Financial Statements of our Subsidiaries and Associates in the Form AOC-1 is annexed to and forms part of the Financial Statement. The statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements, the Audited Financial Statements of all the subsidiaries of your Company and other

documents annexed thereto are available on your Company''s website: www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company during the Financial Year 2021-22, as follows:

A. Review of Operations / State of Affairs of the Subsidiaries of the Company:1. Godvet Agrochem Limited:

Godvet Agrochem Limited ("Godvet") is a wholly -owned subsidiary of your Company. During the Financial Year 2021-22, Godvet recorded Profit Before Tax of R 1.1 Crore, as compared to Profit Before Tax of R 3.8 Crore during the Financial Year 2020-21.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited ("Astec") manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 25 (Twenty Five) countries.

During the Financial Year 2021-22, Astec recorded Consolidated Total Income of R 687.0 Crore, representing a growth of 22.1% over the previous Financial Year 2020-21. Profit Before Exceptional Items & Tax also increased to R 121.1 Crore, which is a growth of 36.0% year-on-year.

The shareholding of your Company in Astec as on March 31, 2022 was 63.29% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2021-22:

(i) Behram Chemicals Private Limited:

During the Financial Year 2021-22, Behram Chemicals Private Limited reported a Profit Before Tax of R 0.09 Crore, as compared to Profit Before Tax of R 0.09 Crore during the previous Financial Year 2020-21.

The shareholding of Astec in Behram Chemicals Private Limited as on March 31, 2022 was

65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2021-22, Comercializadora Agricola Agroastrachem Cia Ltda, a wholly-owned subsidiary of Astec, reported Nil Profit / Loss Before Tax, as compared to ^ 0.00* Crore during the previous Financial Year 2020-21.

*The amount reflected as "0.00" in the Financial Statement is value less than ^ 1 Lakh.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited ("CDPL") is one of the leading private dairy companies in Southern India and its products are sold under the brand name ''Godrej Jersey''.

During the Financial Year 2021-22, CDPL recorded a Total Income of ^ 1,178.5 Crore, representing a year-on-year growth of 13.5%. The good recovery during Financial Year 2021-22 as compared to the previous Financial Year 2020-21 was led primarily by an increase in the market share of value-added products, mainly Curd, Milk drinks and Ghee. However, profitability was impacted due to high input price inflation, coupled with no price hike taken in the first nine months of the Financial Year 2021-22. As a result, CDPL reported a Loss Before Tax Excluding Exceptional Items of (^ 32.3 Crore) during the current Financial Year 2021-22, vis-a-vis Profit of ^ 7.3 Crore during the previous Financial Year 2020-21.

The shareholding of your Company in CDPL as on March 31, 2022 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited ("GTFL") is engaged in the manufacturing of processed poultry and vegetarian products through its brands ''Real Good Chicken'' (RGC) and ''Yummiez''. GTFL is also engaged in the sale of live birds in the market.

During the Financial Year 2021-22, GTFL recorded a Total Income of ^ 785.6 Crore, representing a year-on-year growth of 30.0%. Growth in Total Income was driven by Real Good Chicken and live bird segments. However, an unprecedented rise in input costs led to decline in GTFL''s Profit Before Tax

to R 3.0 Crore during the Financial Year 2021-22, from ^ 22.7 Crore reported during the previous Financial Year 2020-21. Your Company currently holds a 51% equity stake in GTFL.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited ("GMPL") became a subsidiary of your Company during the Financial Year 2018-19. Your Company has increased its stake in GMPL to 100% during the Financial Year 2021-22 from 74.90% during the previous Financial Year.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion. During the Financial Year 2021-22, GMPL has reported a Loss Before Tax of (^ 9.8 Crore), as compared to a Loss Before Tax of (^ 8.1 Crore) during the previous Financial Year 2020-21.

B. Review of Operations / State of Affairs of Joint Ventures (JVs):(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (ACI GAVPL) recorded revenue of ^ 1,557.9 Crore during the Financial Year 2021-22, as compared to R 1,251.4 Crore during Financial Year 2020-21.

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

The shareholding of your Company in ACI GAVPL as on March 31, 2022 was 50% of the total Paid-up Equity Share Capital of ACI GAVPL.

(ii) Omnivore India Capital Trust:

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

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

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

Your Company currently has 24% equity stake in the Al Rahba International Trading Limited Liability Company (Al Rahba), an associate (with a 33.33% share in profits). The investment in Al Rahba appears as part of current investment during the Financial Year 2021-22.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2021-22, your Company had dual rating for its Commercial Paper Programme of ^ 1,000 Crore (Rupees One Thousand Crore Only) [enhanced from ^ 600 Crore (Rupees Six Hundred Crore Only) during the Financial Year 2021-22] as follows:

• Credit Rating by ICRA Limited: "ICRA A1 " (Pronounced as ''ICRA A one plus'' rating); and

• Credit Rating by CRISIL: "CRISIL A1 " (Pronounced as ''CRISIL A one plus'' rating).

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of ^ 1,000 Crore (Rupees One Thousand Crore Only), as on March 31, 2022.

Moreover, your Company continues to enjoy long term rating of "ICRA AA'''' (pronounced as ''ICRA double A'' for its ^ 60 Crore Fund Based limits and short term rating of "ICRA A1 " (pronounced as ''ICRA A one plus'' rating) for its ^ 500 Crore Fund Based limits and ^ 70 Crore NonFund Based limits.

4. INFORMATION SYSTEMS:

During the Financial Year 2021-22, with the COVID-19 pandemic situation improving, your Company has deployed technology solutions to enable and support hybrid work environment for its employees. It has formulated cybersecurity implementation roadmap to improve your Company''s cyber security maturity. Your

Company has also implemented solutions like Data Leakage Prevention, Endpoint Detection & Response (EDR), Zero Trust based network protection solution. Digital transformation initiatives across businesses are underway, which include deployment of web-based and mobile applications to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Your Company has also started pilot on use of latest technologies like Artificial Intelligence and Machine Learning (AI/ML) & Predictive analytics in its businesses.

5. MANUFACTURING FACILITIES:

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

Animal Feed:

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

Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oils:

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

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. During the pandemic year 2021-22, your Company undertook several

measures to maintain high health and hygiene standards at the workplace. Your Company has extensively vaccinated its employees, their families, contractual workforce and channel partners during the Financial Year 2021-22. Your Company also provided financial, health as well as medical support to employees impacted due to COVID-19 and has also put in place, specific benefit programmes to help families of deceased employees. Your Company also focused on the physical and mental health and rolled our various initiatives for employees and their families.

In order to help the Company in achieving its stretched ambition, ''the Extra Mile Sales Incentive Scheme'' was launched. The scheme offers multiples of the base incentive in case an employee exceeds the target achievement. The scheme was received well and the overall target achievement has improved during the Financial Year 2021-22.

Your Company continued to focus on the manpower productivity and efficiency during the Financial year under review. Therefore, the manpower additions were calibrated and manpower productivity improved substantially over the previous years.

The Great Resignation phenomenon resulted in increase in the attrition level amongst white collar employees to 10.50%. Your Company has undertaken various necessary steps to arrest the attrition through incentive programmes, career conversations and compensation corrections.

As on March 31, 2022, the total number of permanent employees of the Company was 2,711.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2021-22 to which the Financial Statements relate and the date of the Directors'' Report (i.e., from April 1, 2022 upto May 9, 2022). The global outbreak of COVID-19 health pandemic has significantly impacted the economy. The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports up to the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements. The Management has used the principles of prudence in applying judgments, estimates and assumptions including sensitivity analysis and based on the current estimates, the Management expects to fully recover the carrying amount of inventories, trade receivables, goodwill, intangible assets and investments. The eventual outcome of impact of the global health pandemic may be different from those estimated as on the date of approval of the Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2021-22:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2021-22 at the rate of 95% (Ninety Five per cent), i.e., ^ 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of ^ 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing 31^st (Thirty First) Annual General Meeting (AGM).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Monday, July 25, 2022 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after April 1, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 31^st (Thirty First) Annual General Meeting of the Company, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2021-22 is in accordance with the Company''s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Dividend Distribution Policy of the Company is made available on the website of the Company and can be accessed on the web-link

https://www.godreiagrovet.com/sustainability/codes-

and-policies.

B. Status of Final Dividend Declared for the Financial Year 2020-21:

The Company had declared a Final Dividend at the rate of 80%, i.e., R 8/- (Rupees Eight Only) per Equity Share of Face Value of R 10/- (Rupees Ten Only) each, at its 30^th (Thirtieth) Annual General Meeting held on August 10, 2021 for the Financial Year 2020-21, aggregating to R 1,53,69,00,544/- (Rupees One Hundred Fifty Three Crore Sixty Nine Lakh Five Hundred Forty Four Only).

As on March 31, 2022, R 1,53,66,68,290/- (Rupees One Hundred Fifty Three Crore Sixty Six Lakh Sixty Eight Thousand Two Hundred Ninety Only) was paid and

R 2,32,254/- (Rupees Two Lakh Thirty Two Thousand Two Hundred Fifty Four Only) is lying in the Unpaid Dividend Account for the said Financial Year.

The Dividend declared and paid for the Financial Year 2020-21 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company''s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2021-22.

10. SHARE CAPITAL:

Your Company''s Equity Share Capital position as at the beginning of the Financial Year 2021-22 (i.e., as on April 1, 2021) and as at the end of the said Financial Year (i.e., as on March 31, 2022) was as follows:

Category of Share Capital	Authorized Share Capital	Issued, Subscribed & Paid-up Share Capital
	No. of Face Value Total Shares Per Share Amount (R) (R)	No. of Face Value Total Amount Shares Per Share (R) (R)
As on April 1, 2021: Equity Preference TOTAL As on March 31, 2022: Equity Preference TOTAL	22.49.94.000 10 2,24,99,40,000 6,000 10 60,000 22.50.00. 000 2,25,00,00,000 22.49.94.000 10 2,24,99,40,000 6,000 10 60,000 22.50.00. 000 2,25,00,00,000	19.20.71.900 10 192,07,19,000 19.20.71.900 192,07,19,000 19.21.12.960 10 192,11,29,600 19.21.12.960 192,11,29,600

During the Financial Year 2021-22, your Company has allotted 41,060 (Forty One Thousand Sixty) Equity Shares of Face Value of R 10/- (Rupees Ten Only) each under the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 ("ESGS 2018"), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 41,060 (Forty One Thousand Sixty) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors, administers the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 ("ESGS 2018"), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share

Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange

Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company at

www.godrejagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2021-22.

Your Company has received a certificate from BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Shareholders. Any request for inspection of the said Certificate may please be sent to gavl.secretarial@godrejagrovet .com. The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been put on the website of the Company, viz., www.godrejagrovet.com

12.DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2021-22.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a)	Accepted during the Financial Year 2021-22	: Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2021-22	: Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved -
	(i) At the beginning of the year	: Nil
	(ii) Maximum during the year	: Nil
	(iii) At the end of the year	: Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	: Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited ("GIL"), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2022, the shareholding of GIL in your Company was 12,00,18,596 (Twelve Crore Eighteen Thousand Five Hundred Ninety Six) Equity Shares of Face Value of ^ 10/- (Rupees Ten Only) each, aggregating to 62.47% of the Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2021-22, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2021-22:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2021-22.

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your Company holds 63.29% of the Equity Share Capital as on March 31, 2022.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2021-22, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2022.

iv. Comercializadora Agricola

Agroastrachem Cia Ltda (Bogota Columbia):

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2021-22.

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your

Company holds 51.91% as on March 31, 2022 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2022, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi. Godrej Tyson Foods Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your

Company holds 51.00% as on March 31, 2022.

vii. Godrej Maxximilk Private Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22; Became a wholly-owned Subsidiary with effect from on June 22, 2021, vide acquisition of additional 24.90% equity stake, consequent to which equity holding increased from 74.90 % to 100%.

15. JOINT VENTURE COMPANY:

During the Financial Year 2021-22, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

Your Company holds 50% of the Paid-Up Equity Share Capital in ACI Godrej Agrovet Private Limited

("ACI GAVPL") (a body corporate incorporated in and under the laws of Bangladesh), while the remaining 50% of the Paid-Up Equity Share Capital in ACI GAVPL is held by Advanced Chemical Industries (ACI) Limited, Bangladesh, pursuant to a Joint Venture arrangement.

16. ASSOCIATE COMPANY:

During the Financial Year 2021-22, no company has newly become or ceased to be an Associate Company of your Company.

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

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

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2021-22, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / De-merger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2021-22.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2021-22, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2021-22, the Company has not made any settlement with its bankers for any loan/facility availed or/and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2021-22 is being placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2022:

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

The following changes have taken place in the Directors of your Company during the Financial Year 2021-22 and till the date of this Report:

Name of Director	Date & Particulars of Change
Dr. Ashok Gulati	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 7, 2021, appointed Dr. Ashok Gulati as an "Additional Director" (Non-Executive & Independent) of the Company.
	The Shareholders, at the 30th (Thirtieth) Annual General Meeting of the Company held on August 10, 2021, approved the appointment of Dr. Ashok Gulati as an "Independent Director" of the Company to hold office for a term of 5 (Five) years, i.e., with effect from May 7, 2021 upto May 6, 2026.
Mr. Jamshyd N. Godrej Mr. Pirojsha Godrej	In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Jamshyd N. Godrej and Mr. Pirojsha Godrej, Non-Executive & Non-Independent Directors, were

liable for retire by rotation at the 30th (Thirtieth) Annual General Meeting (AGM) of the Company on August 10, 2021 and being eligible and having offered themselves for reappointment, were re-appointed at the said AGM.
Mr. Vijay M. Crishna	Mr. Vijay M. Crishna resigned as a "Non-Executive, Non-Independent Director" with effect from the closure of business hours on November 8, 2021, due to advancement of age.
Dr. Ritu Anand Ms. Aditi Kothari Desai Ms. Roopa Purushothaman Mr. Kannan Sitaram	The first term of appointment of Dr. Ritu Anand, Ms. Aditi Kothari Desai, Ms. Roopa Purushothaman and Mr. Kannan Sitaram as "Independent Directors" of the Company was liable to come to an end on July 17, 2022. Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on February 4, 2022, approved and recommended to the Shareholders, the re-appointment of the aforesaid Directors as "Independent Directors", to hold office for a second term.
	Accordingly, the Shareholders of the Company, by passing Special Resolutions through Postal Ballot (whose results were declared on March 20, 2022), approved the said reappointment for a second term of 5 (Five) years, i.e., with effect from July 18, 2022 upto July 18, 2027.
Mr. Balram S. Yadav	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 9, 2022, has approved the reappointment of Mr. Balram S. Yadav as the "Managing Director" of the Company, for further period commencing from September 1, 2022 upto April 30, 2025, subject to the approval of the Shareholders at the ensuing 31st (Thirty-First) Annual General Meeting of the Company.
Mr. Nadir B. Godrej Ms. Nisaba Godrej	Mr. Nadir B. Godrej and Ms. Nisaba Godrej, Non-Executive & Non-Independent Directors, will retire by rotation at the ensuing 31st (Thirty-First) Annual General Meeting (AGM) of the Company, in accordance with the provisions of the Section 152 of Companies Act, 2013 and being eligible, offer themselves for re-appointment.
Mr. Burjis Godrej	The Board of Directors of Godrej Agrovet Limited at its Meeting held on February 4, 2022, has appointed Mr. Burjis Godrej as an "Executive Director" for a period of 5 (five) years to be effective from November 1, 2022 upto October 31, 2027, subject to the approval of the Shareholders at the ensuing Annual General Meeting.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2021-22.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2021-22:

1. Mr. Balram S. Yadav, Managing Director;

2. Mr. S. Varadaraj, Chief Financial Officer & Head - Legal & IT;

3. Mr. Vivek Raizada, Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

The Nomination and Remuneration Policy of your Company has been made available on website of the Company at

https://www.godreiagrovet.com/sustainability/codes-

and-policies.

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2022, the following Directors on your Company''s Board were Independent Directors:

1	Dr. Raghunath A. Mashelkar	(Independent Director)
2	Dr. Ritu Anand	(Independent Director)
3	Ms. Aditi Kothari Desai	(Independent Director)
4	Ms. Roopa Purushothaman	(Independent Director)
5	Mr. Natarajan Srinivasan	(Independent Director)
6	Mr. Kannan Sitaram	(Independent Director)
7	Dr. Ashok Gulati	(Independent Director)

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 9, 2022.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company''s website at https://www.godreiagrovet.com/sustainability/codes-and-policies.

The same is also reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company''s business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

(i) uphold ethical standards of integrity and probity;

(ii) act objectively and constructively while exercising his/her duties;

(iii) exercise his/her responsibilities in a bona fide manner in the interest of the Company;

(iv) devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

(v) not allow any extraneous considerations that will vitiate his/her exercise of obiective independent iudgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective iudgment of the Board of Directors in its decision-making;

(vi) not abuse his/her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

(vii) refrain from any action that would lead to loss of his/her independence;

(viii) where circumstances arise which make an Independent Director lose his/her independence, the Independent Director must immediately inform the Board accordingly;

(ix) assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 (as may be amended from time to time) and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2021-22 are available on the website of the Company and can be accessed through the web-link

https://www.godreiagrovet.com/investors/compli

ance.

In opinion of the Board of Directors of your Company, the following Independent Directors of the Company, whose appointment / re-appointment has been approved during the Financial Year 2021-22, possess the requisite integrity, expertise and experience:

Sr. No.	Name of the Director	Term of 5 (Five) years for Appointment / Re-appointment
		From	To
1.	Dr. Ashok Gulati	May 7, 2021	May 6, 2026
2.	Dr. Ritu Anand
3.	Ms. Aditi Kothari Desai		July 17, 2027
4.	Ms. Roopa Purushothaman	July 18, 2022
5.	Mr. Kannan Sitaram

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

Ms. Aditi Kothari Desai and Ms. Roopa Purushothaman who were required to appear for self-assessment proficiency test for Independent Directors, pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended from time to time), have successfully completed the said test. Dr. Raghunath Mashelkar, Dr. Ritu Anand, Mr. Natarajan Srinivasan, Mr. Kannan Sitaram and Dr. Ashok Gulati are exempted from appearing for self-assessment proficiency test of Independent Directors, as per the exemption criteria specified in the said Rules.

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2021-22, (i.e., May 7,

2021, August 10, 2021, November 9, 2021 and February 4, 2022). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

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

27.AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2022:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Natarajan Srinivasan (*)	Chairman, Non- Executive & Independent Director

2	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4	Mr. Balram S. Yadav	Member, Managing Director

(*) Mr. Natarajan Srinivasan, Independent Director has been inducted as the Chairman of Audit Committee with effect from April 23, 2021.

There were 5 (Five) Meetings of the Audit Committee held during the Financial Year 2021-22, (i.e., May 7, 2021, August 9, 2021, November 9, 2021, December 7, 2021 and February 4, 2022).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees.

The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2021-22, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors during the Financial Year 202122:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There were 3 (Three) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2021-22 (i.e., on May 7, 2021, November 8, 2021 & February 4, 2022).

29. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders'' Relationship Committee of the Board of Directors, comprising of the following Directors during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2	Mr. Balram S. Yadav	Member, Managing Director
3	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders'' Relationship Committee held during the Financial Year 2021-22 (i.e., on November 9, 2021).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to Stakeholders'' Relationship Committee. He has attended all the Meetings of the Stakeholders'' Relationship Committee held during the Financial Year 2021-22.

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

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Dr. Raghunath A. Mashelkar	Chairman, Non-Executive & Independent Director
2	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3	Mr. Balram S. Yadav	M e mber, Managing Director
4	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2021-22 (i.e., on May 7, 2021 and November 9, 2021).

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group''s ''Good & Green'' vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group''s Good & Green goals and have helped us carve out a reputation for being one of the most committed and responsible companies in the industry.

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

The CSR Policy of your Company (as amended) is available on your Company''s website on the web-link

https://www.godreiagrovet.com/ sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2021-22, your Company was required to spend R 6.73 Crore towards CSR Activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly, the Company''s CSR spending for the Financial Year 2021-22 was R 5.30 Crore. The shortfall of R 1.43 Crore in the amount of CSR spending is attributable to ongoing projects which will be completed by the Company in due course and the same has been duly transferred to Unspent CSR Account as on date.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2021-22 is annexed herewith as "Annexure - A”.

31.RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Members, during the Financial Year 2021-22:

Sr. No Name of the Director Designation in the Committee & Nature of Directorship

1 Mr. Nadir B. Godrej Chairman, Non-Executive & Non-Independent Director

2 Mr. Balram S. Yadav Member, Managing Director

3 Mr. Natarajan Srinivasan Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2021-22 (i.e., on November 9, 2021 & February 4, 2022).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

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

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

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

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

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

32. MANAGING COMMITTEE:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Members during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 12 (Twelve) times during the Financial Year 2021-22, (i.e., on April 6, 2021, May 7, 2021, June 7, 2021, July 8, 2021, July 29, 2021, August 10, 2021, September 14, 2021, October 28, 2021, November 25, 2021, December 7, 2021, January 17, 2022 and February 4, 2022).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. STRATEGY COMMITTEE:

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

34. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2021-22, i.e., on May 7, 2021, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

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

35. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy ("Policy") as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company''s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link

https://www.godreiagrovet.com/ sustainability/codes-and-policies. Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ''Whistle Blowing Officer'' and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy.

To support its people to overcome their ethical dilemmas and raise an ethical concern freely "Speak-up" was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors,

distributors and consultants to easily raise their ethical concerns in any of the following ways:

• Log on to the web portal

• Dial the hotline number

• Write to the Ethics E-mail id

• Reach out to the Whistle Blowing Officer

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

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

36. PERFORMANCE EVALUATION:

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

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

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

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE

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

The Board of Directors of your Company has constituted Internal Complaints Committees ("ICC") at Head Office as well as regional levels, pursuant to the provisions of

the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31, 2022:

1	Ms. Neeyati Shah	Chairperson
2	Mr. S. Varadaraj	Member
3	Mr. Salil Chinchore	Member
4	Ms. Priya Jain	Member
5	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace ("POSH Policy") under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 1 (One) complaint under the POSH Policy during the Financial Year 2021-22.

38. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2021-22 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.

40. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

OF THE COMPANIES ACT, 2013:

During the Financial Year 2021-22:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 57 of the Standalone Financial Statements, forming part of the Annual Report.

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2021-22, were on arm''s length basis and in the ordinary course of business.

During the Financial Year 2021-22, the Company has obtained approvals for or entered into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm''s length price:

1. The price for execution of an agreement for sale of property at Thiruvaranga Village and Bagur Village at Anugondanahalli Hobli, Hoskote Taluk, Bangalore Rural District, Karnataka, as a project in "as is where is condition" to/in favour of Godrej Properties Limited was revised to ^ 5.72 Crore (approximately) in terms of approvals granted by the Audit Committee and the Board of Directors during the previous Financial Year (on March 31, 2021).

2. The Company has obtained approval of the Audit Committee on December 7, 2021 and of the Board of Directors on February 4, 2022, for entering into a transaction with Godrej and Boyce Manufacturing Company Limited, for sale / disposal of a land admeasuring 71 Cents situated at Ambattur, Tamil Nadu, for an approximate aggregate consideration

of R 11.15 Crore.

41. FRAUD REPORTING:

During the Financial Year 2021-22, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

42. INTERNAL FINANCIAL CONTROLS:

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

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

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

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm''s length basis, entered into with an intent to further the Company''s interests.

44. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2022) and of the profit and loss of the Company for that period (i.e., the Financial Year 2021-22);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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

45. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed report on Corporate Governance is included in the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the "Secretarial Auditors" of your Company, have certified your Company''s compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

46. STATUTORY AUDITORS:

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

BSR & Co. LLP is eligible for re-appointment for a second term of 5 (Five) years and have provided a written confirmation that they are willing and eligible for reappointment and are not disqualified to be reappointed in terms of the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 has recommended for approval of the Shareholders at the ensuing 31^st (Thirty First) AGM of the Company, the re-appointment of B S R & Co. LLP, Chartered Accountants, as the "Statutory Auditors" of the Company, for a second term of 5 (Five) Years, to hold office from the conclusion of the 31^st (Thirty First) AGM till the conclusion of the 36^th (Thirty Sixth) AGM.

47. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) was appointed by the Board of Directors at its Meeting held on May 7, 2021, as the "Cost Auditors" of the Company for the Financial Year 2021-22, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company, at their 30^th Annual General Meeting ("AGM") held on August 10, 2021, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2021-22, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai has been re-appointed by the Board of Directors, at its Meeting held on May 9, 2022, as the "Cost Auditors" of the Company for the Financial Year 2022-23, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 31^st Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

48. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

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

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2021-22 is annexed as "Annexure - B" to this Board''s Report.

The Board of Directors of your Company at its Meeting held on May 9, 2022, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), who have provided their consent and confirmed their eligibility to act as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

49. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY:

Pursuant to the provisions of Regulation 24A of the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2021-22 of Creamline Dairy Products Limited ("CDPL"), an Unlisted Material Subsidiary of your Company, is annexed as "Annexure - C" to this Board''s Report.

50. RESPONSES TO QUALIFICATIONS,

RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY

AUDITORS, THE SECRETARIAL AUDITORS AND COST AUDITORS:

There are no qualifications, reservations, adverse

remarks and disclaimers of the Statutory Auditors in their Auditors'' Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 202122.

There are no qualifications, reservations, adverse

remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2021-22.

There are no qualifications, reservations, adverse

remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2020-21, which was received and noted during the Financial Year under review. The Cost Audit Report for the Financial Year 2021-22 will be received in due course.

51. LISTING FEES:

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

52. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE850D01014.

53. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company''s success and growth.

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

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

55. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed and/or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company''s website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements. The key policies that have been adopted by your Company are as follows:

1. Risk Management Policy

The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in

		place an adequate risk management infrastructure capable of addressing these risks.
		In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2.	Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company''s strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.
3.	Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c), Regulation 24 and Regulation 24A of the Listing Regulations.
		As on March 31, 2022, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5.	Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.

7.	Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.
13.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information ("UPSI") without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities. In general, this Policy aims to maintain the uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.

14.	Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2021-22.
15.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17.	Human Rights Policy	Your Company has in place, a Human Rights Policy which
		demonstrates your Company''s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

56. SECRETARIAL STANDARDS:

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

57. BUSINESS RESPONSIBILITY REPORT:

The Company has prepared its Business Responsibility Report for the Financial Year 2021-22, in accordance with of Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective. The said Report is prepared in accordance with the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' (NVGs) notified by the Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and forms part of this Annual Report.

58. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2021-22 was in accordance with the Nomination and Remuneration Policy of the Company.

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

59. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 31^st (Thirty First) Annual General Meeting of the Company, subject to such COVID-19 restrictions as may be imposed by the Government(s)

and/or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

60. ADDITIONAL INFORMATION:

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

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

The Audited Annual Financial Statements and related information of the Company''s Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at [email protected].

The Subsidiary Companies'' Financial Statements are also available on the Company''s website https://www.godreiagrovet.com/investors/annual-reports, pursuant to the provisions of Section 136 of the Companies Act, 2013.

61. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"),

all the unpaid or unclaimed dividends are required to be transferred to the Investor Education and Protection Fund established by the Central Government ("IEPF Authority"), upon completion of 7 (Seven) years. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

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

62. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2021-22, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

63. CAUTIONARY STATEMENT:

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

64. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

For and on behalf of the Board of Directors of Godrej Agrovet LimitedNadir B. Godrej Chairman (DIN:00066195)

Date: May 9, 2022 Place: Mumbai

---

Mar 31, 2022

Your Directors have pleasure in presenting this 31^st (Thirty First) Directors'' Report along with the Audited Financial Statements for the Financial Year ended March 31, 2022.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company''s Standalone and Consolidated performance during the Financial Year 2021-22 as compared with that of the previous Financial Year 2020-21 is summarized below:

[K in Crore)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	¦2020-21
Total Income	6,289.34	4,513.81	8,385.74	6,306.27
Profit Before Taxation & Exceptional Items	460.34	352.56	558.85	453.10
Less: Exceptional Expense	-	-	17.28	-
Profit Before Taxation (PBT)	460.34	352.56	541.57	453.10
Less: Tax Expense	100.13	73.56	122.42	105.53
Profit After Taxation (PAT)	360.21	279.00	419.15	347.57

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

Review of Operations / State of Affairs of the Company:

Your Company is a food and agri-conglomerate, dedicated to improving the productivity of Indian farmers by innovating products and services that sustainably increase crop and livestock yields.

The Financial Year 2021-22 was a strong financial year for your Company, in terms of top line growth with strengthening profitability. Your Company delivered a solid performance, clocking highest ever Total Income of R 8,385.7 Crore during the Financial Year 2021-22, growing at 33.0% year-on-year. Consolidated Profit Before Exceptional Items and Tax grew by 23.3% year-on-year. Most of your Company''s businesses registered a strong volume growth, with the exception of standalone Crop Protection segment. Growth in profitability was largely driven by Animal Feed, Oil Palm and Astec LifeSciences Limited (a subsidiary of your Company), while Crop Protection and Food businesses reported a decline in the operating margin.

There has been no change in the nature of business of your Company during the Financial Year 2021-22.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2021-22, the Animal Feed segment posted strong recovery in volumes which grew by 20.3% year-on-year. The robust volume growth was driven by new product launches and market share gains in key regions and this, coupled with higher realisations, led to 40.6% growth in the Animal Feed segment revenues during the Financial Year 2021-22. Segment results grew by 22.2% year-on-year, driven by realisation of Research & Development (R&D) benefits, price hikes and strategic stocking. This is despite entire feed industry suffering from a margin deterioration on account of the higher input costs inflation. All the major input commodities such as soybean meal, maize, fishmeal and de-oiled rice bran cake, etc. witnessed an unprecedented inflation during the Financial Year 202122.

Crop Protection:

Standalone Crop Protection segment revenues declined to R 544.9 Crore during the Financial Year 2021-22, from R 581.5 Crore during the Financial Year 2020-21. Your Company''s product sales were severely impacted by an erratic monsoon and the extreme weather conditions. During the second half of the Financial Year 2021-22, your Company focused on improving channel hygiene, which led to higher sales returns and increased provisions for doubtful debts. As a result, Standalone segment results declined by 33.9% to R 101.4 Crore from R 153.4 Crore. Your Company continued to work towards increasing the distribution reach of the inhouse products by partnering with other major agrochemical players in the industry. Your Company launched ''Gracia'' during the Financial Year 2021-22, extending in-licensing arrangement with Nissan Chemical Corporation, Japan.

Vegetable Oil:

Vegetable Oil segment registered excellent performance during the Financial Year 2021-22, driven by record-high oil prices, notable improvement in oil extraction ratio and a modest increase in volumes. Segment revenues increased to R 1,264.8 Crore from R 710.0 Crore, an increase of 78.1%. At the same time, segment results increased by 187.6% to R 240.8 Crore from R 83.7 Crore. Average prices for crude palm oil and palm kernel oil increased by 51% and 90% year-on-year respectively, during the Financial Year under review.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a statement containing the salient features of the Financial Statements of our Subsidiaries and Associates in the Form AOC-1 is annexed to and forms part of the Financial Statement. The statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements, the Audited Financial Statements of all the subsidiaries of your Company and other

documents annexed thereto are available on your Company''s website: www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company during the Financial Year 2021-22, as follows:

A. Review of Operations / State of Affairs of the Subsidiaries of the Company:1. Godvet Agrochem Limited:

Godvet Agrochem Limited ("Godvet") is a wholly -owned subsidiary of your Company. During the Financial Year 2021-22, Godvet recorded Profit Before Tax of R 1.1 Crore, as compared to Profit Before Tax of R 3.8 Crore during the Financial Year 2020-21.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited ("Astec") manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 25 (Twenty Five) countries.

During the Financial Year 2021-22, Astec recorded Consolidated Total Income of R 687.0 Crore, representing a growth of 22.1% over the previous Financial Year 2020-21. Profit Before Exceptional Items & Tax also increased to R 121.1 Crore, which is a growth of 36.0% year-on-year.

The shareholding of your Company in Astec as on March 31, 2022 was 63.29% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2021-22:

(i) Behram Chemicals Private Limited:

During the Financial Year 2021-22, Behram Chemicals Private Limited reported a Profit Before Tax of R 0.09 Crore, as compared to Profit Before Tax of R 0.09 Crore during the previous Financial Year 2020-21.

The shareholding of Astec in Behram Chemicals Private Limited as on March 31, 2022 was

65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2021-22, Comercializadora Agricola Agroastrachem Cia Ltda, a wholly-owned subsidiary of Astec, reported Nil Profit / Loss Before Tax, as compared to ^ 0.00* Crore during the previous Financial Year 2020-21.

*The amount reflected as "0.00" in the Financial Statement is value less than ^ 1 Lakh.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited ("CDPL") is one of the leading private dairy companies in Southern India and its products are sold under the brand name ''Godrej Jersey''.

During the Financial Year 2021-22, CDPL recorded a Total Income of ^ 1,178.5 Crore, representing a year-on-year growth of 13.5%. The good recovery during Financial Year 2021-22 as compared to the previous Financial Year 2020-21 was led primarily by an increase in the market share of value-added products, mainly Curd, Milk drinks and Ghee. However, profitability was impacted due to high input price inflation, coupled with no price hike taken in the first nine months of the Financial Year 2021-22. As a result, CDPL reported a Loss Before Tax Excluding Exceptional Items of (^ 32.3 Crore) during the current Financial Year 2021-22, vis-a-vis Profit of ^ 7.3 Crore during the previous Financial Year 2020-21.

The shareholding of your Company in CDPL as on March 31, 2022 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited ("GTFL") is engaged in the manufacturing of processed poultry and vegetarian products through its brands ''Real Good Chicken'' (RGC) and ''Yummiez''. GTFL is also engaged in the sale of live birds in the market.

During the Financial Year 2021-22, GTFL recorded a Total Income of ^ 785.6 Crore, representing a year-on-year growth of 30.0%. Growth in Total Income was driven by Real Good Chicken and live bird segments. However, an unprecedented rise in input costs led to decline in GTFL''s Profit Before Tax

to R 3.0 Crore during the Financial Year 2021-22, from ^ 22.7 Crore reported during the previous Financial Year 2020-21. Your Company currently holds a 51% equity stake in GTFL.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited ("GMPL") became a subsidiary of your Company during the Financial Year 2018-19. Your Company has increased its stake in GMPL to 100% during the Financial Year 2021-22 from 74.90% during the previous Financial Year.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion. During the Financial Year 2021-22, GMPL has reported a Loss Before Tax of (^ 9.8 Crore), as compared to a Loss Before Tax of (^ 8.1 Crore) during the previous Financial Year 2020-21.

B. Review of Operations / State of Affairs of Joint Ventures (JVs):(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (ACI GAVPL) recorded revenue of ^ 1,557.9 Crore during the Financial Year 2021-22, as compared to R 1,251.4 Crore during Financial Year 2020-21.

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

The shareholding of your Company in ACI GAVPL as on March 31, 2022 was 50% of the total Paid-up Equity Share Capital of ACI GAVPL.

(ii) Omnivore India Capital Trust:

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

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

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

Your Company currently has 24% equity stake in the Al Rahba International Trading Limited Liability Company (Al Rahba), an associate (with a 33.33% share in profits). The investment in Al Rahba appears as part of current investment during the Financial Year 2021-22.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2021-22, your Company had dual rating for its Commercial Paper Programme of ^ 1,000 Crore (Rupees One Thousand Crore Only) [enhanced from ^ 600 Crore (Rupees Six Hundred Crore Only) during the Financial Year 2021-22] as follows:

• Credit Rating by ICRA Limited: "ICRA A1 " (Pronounced as ''ICRA A one plus'' rating); and

• Credit Rating by CRISIL: "CRISIL A1 " (Pronounced as ''CRISIL A one plus'' rating).

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of ^ 1,000 Crore (Rupees One Thousand Crore Only), as on March 31, 2022.

Moreover, your Company continues to enjoy long term rating of "ICRA AA'''' (pronounced as ''ICRA double A'' for its ^ 60 Crore Fund Based limits and short term rating of "ICRA A1 " (pronounced as ''ICRA A one plus'' rating) for its ^ 500 Crore Fund Based limits and ^ 70 Crore NonFund Based limits.

4. INFORMATION SYSTEMS:

During the Financial Year 2021-22, with the COVID-19 pandemic situation improving, your Company has deployed technology solutions to enable and support hybrid work environment for its employees. It has formulated cybersecurity implementation roadmap to improve your Company''s cyber security maturity. Your

Company has also implemented solutions like Data Leakage Prevention, Endpoint Detection & Response (EDR), Zero Trust based network protection solution. Digital transformation initiatives across businesses are underway, which include deployment of web-based and mobile applications to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Your Company has also started pilot on use of latest technologies like Artificial Intelligence and Machine Learning (AI/ML) & Predictive analytics in its businesses.

5. MANUFACTURING FACILITIES:

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

Animal Feed:

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

Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oils:

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

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. During the pandemic year 2021-22, your Company undertook several

measures to maintain high health and hygiene standards at the workplace. Your Company has extensively vaccinated its employees, their families, contractual workforce and channel partners during the Financial Year 2021-22. Your Company also provided financial, health as well as medical support to employees impacted due to COVID-19 and has also put in place, specific benefit programmes to help families of deceased employees. Your Company also focused on the physical and mental health and rolled our various initiatives for employees and their families.

In order to help the Company in achieving its stretched ambition, ''the Extra Mile Sales Incentive Scheme'' was launched. The scheme offers multiples of the base incentive in case an employee exceeds the target achievement. The scheme was received well and the overall target achievement has improved during the Financial Year 2021-22.

Your Company continued to focus on the manpower productivity and efficiency during the Financial year under review. Therefore, the manpower additions were calibrated and manpower productivity improved substantially over the previous years.

The Great Resignation phenomenon resulted in increase in the attrition level amongst white collar employees to 10.50%. Your Company has undertaken various necessary steps to arrest the attrition through incentive programmes, career conversations and compensation corrections.

As on March 31, 2022, the total number of permanent employees of the Company was 2,711.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2021-22 to which the Financial Statements relate and the date of the Directors'' Report (i.e., from April 1, 2022 upto May 9, 2022). The global outbreak of COVID-19 health pandemic has significantly impacted the economy. The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports up to the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements. The Management has used the principles of prudence in applying judgments, estimates and assumptions including sensitivity analysis and based on the current estimates, the Management expects to fully recover the carrying amount of inventories, trade receivables, goodwill, intangible assets and investments. The eventual outcome of impact of the global health pandemic may be different from those estimated as on the date of approval of the Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2021-22:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2021-22 at the rate of 95% (Ninety Five per cent), i.e., ^ 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of ^ 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing 31^st (Thirty First) Annual General Meeting (AGM).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Monday, July 25, 2022 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after April 1, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 31^st (Thirty First) Annual General Meeting of the Company, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2021-22 is in accordance with the Company''s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Dividend Distribution Policy of the Company is made available on the website of the Company and can be accessed on the web-link

https://www.godreiagrovet.com/sustainability/codes-

and-policies.

B. Status of Final Dividend Declared for the Financial Year 2020-21:

The Company had declared a Final Dividend at the rate of 80%, i.e., R 8/- (Rupees Eight Only) per Equity Share of Face Value of R 10/- (Rupees Ten Only) each, at its 30^th (Thirtieth) Annual General Meeting held on August 10, 2021 for the Financial Year 2020-21, aggregating to R 1,53,69,00,544/- (Rupees One Hundred Fifty Three Crore Sixty Nine Lakh Five Hundred Forty Four Only).

As on March 31, 2022, R 1,53,66,68,290/- (Rupees One Hundred Fifty Three Crore Sixty Six Lakh Sixty Eight Thousand Two Hundred Ninety Only) was paid and

R 2,32,254/- (Rupees Two Lakh Thirty Two Thousand Two Hundred Fifty Four Only) is lying in the Unpaid Dividend Account for the said Financial Year.

The Dividend declared and paid for the Financial Year 2020-21 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company''s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2021-22.

10. SHARE CAPITAL:

Your Company''s Equity Share Capital position as at the beginning of the Financial Year 2021-22 (i.e., as on April 1, 2021) and as at the end of the said Financial Year (i.e., as on March 31, 2022) was as follows:

Category of Share Capital	Authorized Share Capital	Issued, Subscribed & Paid-up Share Capital
	No. of Face Value Total Shares Per Share Amount (R) (R)	No. of Face Value Total Amount Shares Per Share (R) (R)
As on April 1, 2021: Equity Preference TOTAL As on March 31, 2022: Equity Preference TOTAL	22.49.94.000 10 2,24,99,40,000 6,000 10 60,000 22.50.00. 000 2,25,00,00,000 22.49.94.000 10 2,24,99,40,000 6,000 10 60,000 22.50.00. 000 2,25,00,00,000	19.20.71.900 10 192,07,19,000 19.20.71.900 192,07,19,000 19.21.12.960 10 192,11,29,600 19.21.12.960 192,11,29,600

During the Financial Year 2021-22, your Company has allotted 41,060 (Forty One Thousand Sixty) Equity Shares of Face Value of R 10/- (Rupees Ten Only) each under the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 ("ESGS 2018"), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 41,060 (Forty One Thousand Sixty) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors, administers the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 ("ESGS 2018"), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share

Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange

Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company at

www.godrejagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2021-22.

Your Company has received a certificate from BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Shareholders. Any request for inspection of the said Certificate may please be sent to gavl.secretarial@godrejagrovet .com. The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been put on the website of the Company, viz., www.godrejagrovet.com

12.DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2021-22.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a)	Accepted during the Financial Year 2021-22	: Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2021-22	: Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved -
	(i) At the beginning of the year	: Nil
	(ii) Maximum during the year	: Nil
	(iii) At the end of the year	: Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	: Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited ("GIL"), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2022, the shareholding of GIL in your Company was 12,00,18,596 (Twelve Crore Eighteen Thousand Five Hundred Ninety Six) Equity Shares of Face Value of ^ 10/- (Rupees Ten Only) each, aggregating to 62.47% of the Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2021-22, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2021-22:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2021-22.

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your Company holds 63.29% of the Equity Share Capital as on March 31, 2022.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2021-22, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2022.

iv. Comercializadora Agricola

Agroastrachem Cia Ltda (Bogota Columbia):

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2021-22.

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your

Company holds 51.91% as on March 31, 2022 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2022, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi. Godrej Tyson Foods Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your

Company holds 51.00% as on March 31, 2022.

vii. Godrej Maxximilk Private Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22; Became a wholly-owned Subsidiary with effect from on June 22, 2021, vide acquisition of additional 24.90% equity stake, consequent to which equity holding increased from 74.90 % to 100%.

15. JOINT VENTURE COMPANY:

During the Financial Year 2021-22, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

Your Company holds 50% of the Paid-Up Equity Share Capital in ACI Godrej Agrovet Private Limited

("ACI GAVPL") (a body corporate incorporated in and under the laws of Bangladesh), while the remaining 50% of the Paid-Up Equity Share Capital in ACI GAVPL is held by Advanced Chemical Industries (ACI) Limited, Bangladesh, pursuant to a Joint Venture arrangement.

16. ASSOCIATE COMPANY:

During the Financial Year 2021-22, no company has newly become or ceased to be an Associate Company of your Company.

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

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

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2021-22, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / De-merger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2021-22.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2021-22, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2021-22, the Company has not made any settlement with its bankers for any loan/facility availed or/and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2021-22 is being placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2022:

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

The following changes have taken place in the Directors of your Company during the Financial Year 2021-22 and till the date of this Report:

Name of Director	Date & Particulars of Change
Dr. Ashok Gulati	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 7, 2021, appointed Dr. Ashok Gulati as an "Additional Director" (Non-Executive & Independent) of the Company.
	The Shareholders, at the 30th (Thirtieth) Annual General Meeting of the Company held on August 10, 2021, approved the appointment of Dr. Ashok Gulati as an "Independent Director" of the Company to hold office for a term of 5 (Five) years, i.e., with effect from May 7, 2021 upto May 6, 2026.
Mr. Jamshyd N. Godrej Mr. Pirojsha Godrej	In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Jamshyd N. Godrej and Mr. Pirojsha Godrej, Non-Executive & Non-Independent Directors, were

liable for retire by rotation at the 30th (Thirtieth) Annual General Meeting (AGM) of the Company on August 10, 2021 and being eligible and having offered themselves for reappointment, were re-appointed at the said AGM.
Mr. Vijay M. Crishna	Mr. Vijay M. Crishna resigned as a "Non-Executive, Non-Independent Director" with effect from the closure of business hours on November 8, 2021, due to advancement of age.
Dr. Ritu Anand Ms. Aditi Kothari Desai Ms. Roopa Purushothaman Mr. Kannan Sitaram	The first term of appointment of Dr. Ritu Anand, Ms. Aditi Kothari Desai, Ms. Roopa Purushothaman and Mr. Kannan Sitaram as "Independent Directors" of the Company was liable to come to an end on July 17, 2022. Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on February 4, 2022, approved and recommended to the Shareholders, the re-appointment of the aforesaid Directors as "Independent Directors", to hold office for a second term.
	Accordingly, the Shareholders of the Company, by passing Special Resolutions through Postal Ballot (whose results were declared on March 20, 2022), approved the said reappointment for a second term of 5 (Five) years, i.e., with effect from July 18, 2022 upto July 18, 2027.
Mr. Balram S. Yadav	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 9, 2022, has approved the reappointment of Mr. Balram S. Yadav as the "Managing Director" of the Company, for further period commencing from September 1, 2022 upto April 30, 2025, subject to the approval of the Shareholders at the ensuing 31st (Thirty-First) Annual General Meeting of the Company.
Mr. Nadir B. Godrej Ms. Nisaba Godrej	Mr. Nadir B. Godrej and Ms. Nisaba Godrej, Non-Executive & Non-Independent Directors, will retire by rotation at the ensuing 31st (Thirty-First) Annual General Meeting (AGM) of the Company, in accordance with the provisions of the Section 152 of Companies Act, 2013 and being eligible, offer themselves for re-appointment.
Mr. Burjis Godrej	The Board of Directors of Godrej Agrovet Limited at its Meeting held on February 4, 2022, has appointed Mr. Burjis Godrej as an "Executive Director" for a period of 5 (five) years to be effective from November 1, 2022 upto October 31, 2027, subject to the approval of the Shareholders at the ensuing Annual General Meeting.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2021-22.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2021-22:

1. Mr. Balram S. Yadav, Managing Director;

2. Mr. S. Varadaraj, Chief Financial Officer & Head - Legal & IT;

3. Mr. Vivek Raizada, Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

The Nomination and Remuneration Policy of your Company has been made available on website of the Company at

https://www.godreiagrovet.com/sustainability/codes-

and-policies.

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2022, the following Directors on your Company''s Board were Independent Directors:

1	Dr. Raghunath A. Mashelkar	(Independent Director)
2	Dr. Ritu Anand	(Independent Director)
3	Ms. Aditi Kothari Desai	(Independent Director)
4	Ms. Roopa Purushothaman	(Independent Director)
5	Mr. Natarajan Srinivasan	(Independent Director)
6	Mr. Kannan Sitaram	(Independent Director)
7	Dr. Ashok Gulati	(Independent Director)

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 9, 2022.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company''s website at https://www.godreiagrovet.com/sustainability/codes-and-policies.

The same is also reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company''s business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

(i) uphold ethical standards of integrity and probity;

(ii) act objectively and constructively while exercising his/her duties;

(iii) exercise his/her responsibilities in a bona fide manner in the interest of the Company;

(iv) devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

(v) not allow any extraneous considerations that will vitiate his/her exercise of obiective independent iudgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective iudgment of the Board of Directors in its decision-making;

(vi) not abuse his/her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

(vii) refrain from any action that would lead to loss of his/her independence;

(viii) where circumstances arise which make an Independent Director lose his/her independence, the Independent Director must immediately inform the Board accordingly;

(ix) assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 (as may be amended from time to time) and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2021-22 are available on the website of the Company and can be accessed through the web-link

https://www.godreiagrovet.com/investors/compli

ance.

In opinion of the Board of Directors of your Company, the following Independent Directors of the Company, whose appointment / re-appointment has been approved during the Financial Year 2021-22, possess the requisite integrity, expertise and experience:

Sr. No.	Name of the Director	Term of 5 (Five) years for Appointment / Re-appointment
		From	To
1.	Dr. Ashok Gulati	May 7, 2021	May 6, 2026
2.	Dr. Ritu Anand
3.	Ms. Aditi Kothari Desai		July 17, 2027
4.	Ms. Roopa Purushothaman	July 18, 2022
5.	Mr. Kannan Sitaram

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

Ms. Aditi Kothari Desai and Ms. Roopa Purushothaman who were required to appear for self-assessment proficiency test for Independent Directors, pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended from time to time), have successfully completed the said test. Dr. Raghunath Mashelkar, Dr. Ritu Anand, Mr. Natarajan Srinivasan, Mr. Kannan Sitaram and Dr. Ashok Gulati are exempted from appearing for self-assessment proficiency test of Independent Directors, as per the exemption criteria specified in the said Rules.

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2021-22, (i.e., May 7,

2021, August 10, 2021, November 9, 2021 and February 4, 2022). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

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

27.AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2022:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Natarajan Srinivasan (*)	Chairman, Non- Executive & Independent Director

2	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4	Mr. Balram S. Yadav	Member, Managing Director

(*) Mr. Natarajan Srinivasan, Independent Director has been inducted as the Chairman of Audit Committee with effect from April 23, 2021.

There were 5 (Five) Meetings of the Audit Committee held during the Financial Year 2021-22, (i.e., May 7, 2021, August 9, 2021, November 9, 2021, December 7, 2021 and February 4, 2022).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees.

The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2021-22, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors during the Financial Year 202122:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There were 3 (Three) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2021-22 (i.e., on May 7, 2021, November 8, 2021 & February 4, 2022).

29. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders'' Relationship Committee of the Board of Directors, comprising of the following Directors during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2	Mr. Balram S. Yadav	Member, Managing Director
3	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders'' Relationship Committee held during the Financial Year 2021-22 (i.e., on November 9, 2021).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to Stakeholders'' Relationship Committee. He has attended all the Meetings of the Stakeholders'' Relationship Committee held during the Financial Year 2021-22.

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

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Dr. Raghunath A. Mashelkar	Chairman, Non-Executive & Independent Director
2	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3	Mr. Balram S. Yadav	M e mber, Managing Director
4	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2021-22 (i.e., on May 7, 2021 and November 9, 2021).

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group''s ''Good & Green'' vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group''s Good & Green goals and have helped us carve out a reputation for being one of the most committed and responsible companies in the industry.

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

The CSR Policy of your Company (as amended) is available on your Company''s website on the web-link

https://www.godreiagrovet.com/ sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2021-22, your Company was required to spend R 6.73 Crore towards CSR Activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly, the Company''s CSR spending for the Financial Year 2021-22 was R 5.30 Crore. The shortfall of R 1.43 Crore in the amount of CSR spending is attributable to ongoing projects which will be completed by the Company in due course and the same has been duly transferred to Unspent CSR Account as on date.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2021-22 is annexed herewith as "Annexure - A”.

31.RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Members, during the Financial Year 2021-22:

Sr. No Name of the Director Designation in the Committee & Nature of Directorship

1 Mr. Nadir B. Godrej Chairman, Non-Executive & Non-Independent Director

2 Mr. Balram S. Yadav Member, Managing Director

3 Mr. Natarajan Srinivasan Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2021-22 (i.e., on November 9, 2021 & February 4, 2022).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

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

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

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

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

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

32. MANAGING COMMITTEE:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Members during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 12 (Twelve) times during the Financial Year 2021-22, (i.e., on April 6, 2021, May 7, 2021, June 7, 2021, July 8, 2021, July 29, 2021, August 10, 2021, September 14, 2021, October 28, 2021, November 25, 2021, December 7, 2021, January 17, 2022 and February 4, 2022).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. STRATEGY COMMITTEE:

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

34. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2021-22, i.e., on May 7, 2021, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

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

35. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy ("Policy") as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company''s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link

https://www.godreiagrovet.com/ sustainability/codes-and-policies. Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ''Whistle Blowing Officer'' and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy.

To support its people to overcome their ethical dilemmas and raise an ethical concern freely "Speak-up" was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors,

distributors and consultants to easily raise their ethical concerns in any of the following ways:

• Log on to the web portal

• Dial the hotline number

• Write to the Ethics E-mail id

• Reach out to the Whistle Blowing Officer

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

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

36. PERFORMANCE EVALUATION:

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

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

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

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE

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

The Board of Directors of your Company has constituted Internal Complaints Committees ("ICC") at Head Office as well as regional levels, pursuant to the provisions of

the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31, 2022:

1	Ms. Neeyati Shah	Chairperson
2	Mr. S. Varadaraj	Member
3	Mr. Salil Chinchore	Member
4	Ms. Priya Jain	Member
5	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace ("POSH Policy") under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 1 (One) complaint under the POSH Policy during the Financial Year 2021-22.

38. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2021-22 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.

40. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

OF THE COMPANIES ACT, 2013:

During the Financial Year 2021-22:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 57 of the Standalone Financial Statements, forming part of the Annual Report.

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2021-22, were on arm''s length basis and in the ordinary course of business.

During the Financial Year 2021-22, the Company has obtained approvals for or entered into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm''s length price:

1. The price for execution of an agreement for sale of property at Thiruvaranga Village and Bagur Village at Anugondanahalli Hobli, Hoskote Taluk, Bangalore Rural District, Karnataka, as a project in "as is where is condition" to/in favour of Godrej Properties Limited was revised to ^ 5.72 Crore (approximately) in terms of approvals granted by the Audit Committee and the Board of Directors during the previous Financial Year (on March 31, 2021).

2. The Company has obtained approval of the Audit Committee on December 7, 2021 and of the Board of Directors on February 4, 2022, for entering into a transaction with Godrej and Boyce Manufacturing Company Limited, for sale / disposal of a land admeasuring 71 Cents situated at Ambattur, Tamil Nadu, for an approximate aggregate consideration

of R 11.15 Crore.

41. FRAUD REPORTING:

During the Financial Year 2021-22, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

42. INTERNAL FINANCIAL CONTROLS:

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

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

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

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm''s length basis, entered into with an intent to further the Company''s interests.

44. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2022) and of the profit and loss of the Company for that period (i.e., the Financial Year 2021-22);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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

45. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed report on Corporate Governance is included in the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the "Secretarial Auditors" of your Company, have certified your Company''s compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

46. STATUTORY AUDITORS:

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

BSR & Co. LLP is eligible for re-appointment for a second term of 5 (Five) years and have provided a written confirmation that they are willing and eligible for reappointment and are not disqualified to be reappointed in terms of the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 has recommended for approval of the Shareholders at the ensuing 31^st (Thirty First) AGM of the Company, the re-appointment of B S R & Co. LLP, Chartered Accountants, as the "Statutory Auditors" of the Company, for a second term of 5 (Five) Years, to hold office from the conclusion of the 31^st (Thirty First) AGM till the conclusion of the 36^th (Thirty Sixth) AGM.

47. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) was appointed by the Board of Directors at its Meeting held on May 7, 2021, as the "Cost Auditors" of the Company for the Financial Year 2021-22, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company, at their 30^th Annual General Meeting ("AGM") held on August 10, 2021, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2021-22, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai has been re-appointed by the Board of Directors, at its Meeting held on May 9, 2022, as the "Cost Auditors" of the Company for the Financial Year 2022-23, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 31^st Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

48. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

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

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2021-22 is annexed as "Annexure - B" to this Board''s Report.

The Board of Directors of your Company at its Meeting held on May 9, 2022, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), who have provided their consent and confirmed their eligibility to act as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

49. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY:

Pursuant to the provisions of Regulation 24A of the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2021-22 of Creamline Dairy Products Limited ("CDPL"), an Unlisted Material Subsidiary of your Company, is annexed as "Annexure - C" to this Board''s Report.

50. RESPONSES TO QUALIFICATIONS,

RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY

AUDITORS, THE SECRETARIAL AUDITORS AND COST AUDITORS:

There are no qualifications, reservations, adverse

remarks and disclaimers of the Statutory Auditors in their Auditors'' Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 202122.

There are no qualifications, reservations, adverse

remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2021-22.

There are no qualifications, reservations, adverse

remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2020-21, which was received and noted during the Financial Year under review. The Cost Audit Report for the Financial Year 2021-22 will be received in due course.

51. LISTING FEES:

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

52. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE850D01014.

53. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company''s success and growth.

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

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

55. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed and/or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company''s website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements. The key policies that have been adopted by your Company are as follows:

1. Risk Management Policy

The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in

		place an adequate risk management infrastructure capable of addressing these risks.
		In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2.	Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company''s strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.
3.	Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c), Regulation 24 and Regulation 24A of the Listing Regulations.
		As on March 31, 2022, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5.	Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.

7.	Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.
13.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information ("UPSI") without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities. In general, this Policy aims to maintain the uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.

14.	Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2021-22.
15.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17.	Human Rights Policy	Your Company has in place, a Human Rights Policy which
		demonstrates your Company''s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

56. SECRETARIAL STANDARDS:

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

57. BUSINESS RESPONSIBILITY REPORT:

The Company has prepared its Business Responsibility Report for the Financial Year 2021-22, in accordance with of Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective. The said Report is prepared in accordance with the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' (NVGs) notified by the Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and forms part of this Annual Report.

58. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2021-22 was in accordance with the Nomination and Remuneration Policy of the Company.

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

59. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 31^st (Thirty First) Annual General Meeting of the Company, subject to such COVID-19 restrictions as may be imposed by the Government(s)

and/or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

60. ADDITIONAL INFORMATION:

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

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

The Audited Annual Financial Statements and related information of the Company''s Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at [email protected].

The Subsidiary Companies'' Financial Statements are also available on the Company''s website https://www.godreiagrovet.com/investors/annual-reports, pursuant to the provisions of Section 136 of the Companies Act, 2013.

61. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"),

all the unpaid or unclaimed dividends are required to be transferred to the Investor Education and Protection Fund established by the Central Government ("IEPF Authority"), upon completion of 7 (Seven) years. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

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

62. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2021-22, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

63. CAUTIONARY STATEMENT:

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

64. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

For and on behalf of the Board of Directors of Godrej Agrovet LimitedNadir B. Godrej Chairman (DIN:00066195)

Date: May 9, 2022 Place: Mumbai

---

Mar 31, 2022

Your Directors have pleasure in presenting this 31^st (Thirty First) Directors'' Report along with the Audited Financial Statements for the Financial Year ended March 31, 2022.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company''s Standalone and Consolidated performance during the Financial Year 2021-22 as compared with that of the previous Financial Year 2020-21 is summarized below:

[K in Crore)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	¦2020-21
Total Income	6,289.34	4,513.81	8,385.74	6,306.27
Profit Before Taxation & Exceptional Items	460.34	352.56	558.85	453.10
Less: Exceptional Expense	-	-	17.28	-
Profit Before Taxation (PBT)	460.34	352.56	541.57	453.10
Less: Tax Expense	100.13	73.56	122.42	105.53
Profit After Taxation (PAT)	360.21	279.00	419.15	347.57

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

Review of Operations / State of Affairs of the Company:

Your Company is a food and agri-conglomerate, dedicated to improving the productivity of Indian farmers by innovating products and services that sustainably increase crop and livestock yields.

The Financial Year 2021-22 was a strong financial year for your Company, in terms of top line growth with strengthening profitability. Your Company delivered a solid performance, clocking highest ever Total Income of R 8,385.7 Crore during the Financial Year 2021-22, growing at 33.0% year-on-year. Consolidated Profit Before Exceptional Items and Tax grew by 23.3% year-on-year. Most of your Company''s businesses registered a strong volume growth, with the exception of standalone Crop Protection segment. Growth in profitability was largely driven by Animal Feed, Oil Palm and Astec LifeSciences Limited (a subsidiary of your Company), while Crop Protection and Food businesses reported a decline in the operating margin.

There has been no change in the nature of business of your Company during the Financial Year 2021-22.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2021-22, the Animal Feed segment posted strong recovery in volumes which grew by 20.3% year-on-year. The robust volume growth was driven by new product launches and market share gains in key regions and this, coupled with higher realisations, led to 40.6% growth in the Animal Feed segment revenues during the Financial Year 2021-22. Segment results grew by 22.2% year-on-year, driven by realisation of Research & Development (R&D) benefits, price hikes and strategic stocking. This is despite entire feed industry suffering from a margin deterioration on account of the higher input costs inflation. All the major input commodities such as soybean meal, maize, fishmeal and de-oiled rice bran cake, etc. witnessed an unprecedented inflation during the Financial Year 202122.

Crop Protection:

Standalone Crop Protection segment revenues declined to R 544.9 Crore during the Financial Year 2021-22, from R 581.5 Crore during the Financial Year 2020-21. Your Company''s product sales were severely impacted by an erratic monsoon and the extreme weather conditions. During the second half of the Financial Year 2021-22, your Company focused on improving channel hygiene, which led to higher sales returns and increased provisions for doubtful debts. As a result, Standalone segment results declined by 33.9% to R 101.4 Crore from R 153.4 Crore. Your Company continued to work towards increasing the distribution reach of the inhouse products by partnering with other major agrochemical players in the industry. Your Company launched ''Gracia'' during the Financial Year 2021-22, extending in-licensing arrangement with Nissan Chemical Corporation, Japan.

Vegetable Oil:

Vegetable Oil segment registered excellent performance during the Financial Year 2021-22, driven by record-high oil prices, notable improvement in oil extraction ratio and a modest increase in volumes. Segment revenues increased to R 1,264.8 Crore from R 710.0 Crore, an increase of 78.1%. At the same time, segment results increased by 187.6% to R 240.8 Crore from R 83.7 Crore. Average prices for crude palm oil and palm kernel oil increased by 51% and 90% year-on-year respectively, during the Financial Year under review.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a statement containing the salient features of the Financial Statements of our Subsidiaries and Associates in the Form AOC-1 is annexed to and forms part of the Financial Statement. The statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements, the Audited Financial Statements of all the subsidiaries of your Company and other

documents annexed thereto are available on your Company''s website: www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company during the Financial Year 2021-22, as follows:

A. Review of Operations / State of Affairs of the Subsidiaries of the Company:1. Godvet Agrochem Limited:

Godvet Agrochem Limited ("Godvet") is a wholly -owned subsidiary of your Company. During the Financial Year 2021-22, Godvet recorded Profit Before Tax of R 1.1 Crore, as compared to Profit Before Tax of R 3.8 Crore during the Financial Year 2020-21.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited ("Astec") manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 25 (Twenty Five) countries.

During the Financial Year 2021-22, Astec recorded Consolidated Total Income of R 687.0 Crore, representing a growth of 22.1% over the previous Financial Year 2020-21. Profit Before Exceptional Items & Tax also increased to R 121.1 Crore, which is a growth of 36.0% year-on-year.

The shareholding of your Company in Astec as on March 31, 2022 was 63.29% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2021-22:

(i) Behram Chemicals Private Limited:

During the Financial Year 2021-22, Behram Chemicals Private Limited reported a Profit Before Tax of R 0.09 Crore, as compared to Profit Before Tax of R 0.09 Crore during the previous Financial Year 2020-21.

The shareholding of Astec in Behram Chemicals Private Limited as on March 31, 2022 was

65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2021-22, Comercializadora Agricola Agroastrachem Cia Ltda, a wholly-owned subsidiary of Astec, reported Nil Profit / Loss Before Tax, as compared to ^ 0.00* Crore during the previous Financial Year 2020-21.

*The amount reflected as "0.00" in the Financial Statement is value less than ^ 1 Lakh.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited ("CDPL") is one of the leading private dairy companies in Southern India and its products are sold under the brand name ''Godrej Jersey''.

During the Financial Year 2021-22, CDPL recorded a Total Income of ^ 1,178.5 Crore, representing a year-on-year growth of 13.5%. The good recovery during Financial Year 2021-22 as compared to the previous Financial Year 2020-21 was led primarily by an increase in the market share of value-added products, mainly Curd, Milk drinks and Ghee. However, profitability was impacted due to high input price inflation, coupled with no price hike taken in the first nine months of the Financial Year 2021-22. As a result, CDPL reported a Loss Before Tax Excluding Exceptional Items of (^ 32.3 Crore) during the current Financial Year 2021-22, vis-a-vis Profit of ^ 7.3 Crore during the previous Financial Year 2020-21.

The shareholding of your Company in CDPL as on March 31, 2022 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited ("GTFL") is engaged in the manufacturing of processed poultry and vegetarian products through its brands ''Real Good Chicken'' (RGC) and ''Yummiez''. GTFL is also engaged in the sale of live birds in the market.

During the Financial Year 2021-22, GTFL recorded a Total Income of ^ 785.6 Crore, representing a year-on-year growth of 30.0%. Growth in Total Income was driven by Real Good Chicken and live bird segments. However, an unprecedented rise in input costs led to decline in GTFL''s Profit Before Tax

to R 3.0 Crore during the Financial Year 2021-22, from ^ 22.7 Crore reported during the previous Financial Year 2020-21. Your Company currently holds a 51% equity stake in GTFL.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited ("GMPL") became a subsidiary of your Company during the Financial Year 2018-19. Your Company has increased its stake in GMPL to 100% during the Financial Year 2021-22 from 74.90% during the previous Financial Year.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion. During the Financial Year 2021-22, GMPL has reported a Loss Before Tax of (^ 9.8 Crore), as compared to a Loss Before Tax of (^ 8.1 Crore) during the previous Financial Year 2020-21.

B. Review of Operations / State of Affairs of Joint Ventures (JVs):(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (ACI GAVPL) recorded revenue of ^ 1,557.9 Crore during the Financial Year 2021-22, as compared to R 1,251.4 Crore during Financial Year 2020-21.

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

The shareholding of your Company in ACI GAVPL as on March 31, 2022 was 50% of the total Paid-up Equity Share Capital of ACI GAVPL.

(ii) Omnivore India Capital Trust:

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

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

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

Your Company currently has 24% equity stake in the Al Rahba International Trading Limited Liability Company (Al Rahba), an associate (with a 33.33% share in profits). The investment in Al Rahba appears as part of current investment during the Financial Year 2021-22.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2021-22, your Company had dual rating for its Commercial Paper Programme of ^ 1,000 Crore (Rupees One Thousand Crore Only) [enhanced from ^ 600 Crore (Rupees Six Hundred Crore Only) during the Financial Year 2021-22] as follows:

• Credit Rating by ICRA Limited: "ICRA A1 " (Pronounced as ''ICRA A one plus'' rating); and

• Credit Rating by CRISIL: "CRISIL A1 " (Pronounced as ''CRISIL A one plus'' rating).

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of ^ 1,000 Crore (Rupees One Thousand Crore Only), as on March 31, 2022.

Moreover, your Company continues to enjoy long term rating of "ICRA AA'''' (pronounced as ''ICRA double A'' for its ^ 60 Crore Fund Based limits and short term rating of "ICRA A1 " (pronounced as ''ICRA A one plus'' rating) for its ^ 500 Crore Fund Based limits and ^ 70 Crore NonFund Based limits.

4. INFORMATION SYSTEMS:

During the Financial Year 2021-22, with the COVID-19 pandemic situation improving, your Company has deployed technology solutions to enable and support hybrid work environment for its employees. It has formulated cybersecurity implementation roadmap to improve your Company''s cyber security maturity. Your

Company has also implemented solutions like Data Leakage Prevention, Endpoint Detection & Response (EDR), Zero Trust based network protection solution. Digital transformation initiatives across businesses are underway, which include deployment of web-based and mobile applications to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Your Company has also started pilot on use of latest technologies like Artificial Intelligence and Machine Learning (AI/ML) & Predictive analytics in its businesses.

5. MANUFACTURING FACILITIES:

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

Animal Feed:

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

Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oils:

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

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. During the pandemic year 2021-22, your Company undertook several

measures to maintain high health and hygiene standards at the workplace. Your Company has extensively vaccinated its employees, their families, contractual workforce and channel partners during the Financial Year 2021-22. Your Company also provided financial, health as well as medical support to employees impacted due to COVID-19 and has also put in place, specific benefit programmes to help families of deceased employees. Your Company also focused on the physical and mental health and rolled our various initiatives for employees and their families.

In order to help the Company in achieving its stretched ambition, ''the Extra Mile Sales Incentive Scheme'' was launched. The scheme offers multiples of the base incentive in case an employee exceeds the target achievement. The scheme was received well and the overall target achievement has improved during the Financial Year 2021-22.

Your Company continued to focus on the manpower productivity and efficiency during the Financial year under review. Therefore, the manpower additions were calibrated and manpower productivity improved substantially over the previous years.

The Great Resignation phenomenon resulted in increase in the attrition level amongst white collar employees to 10.50%. Your Company has undertaken various necessary steps to arrest the attrition through incentive programmes, career conversations and compensation corrections.

As on March 31, 2022, the total number of permanent employees of the Company was 2,711.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2021-22 to which the Financial Statements relate and the date of the Directors'' Report (i.e., from April 1, 2022 upto May 9, 2022). The global outbreak of COVID-19 health pandemic has significantly impacted the economy. The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports up to the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements. The Management has used the principles of prudence in applying judgments, estimates and assumptions including sensitivity analysis and based on the current estimates, the Management expects to fully recover the carrying amount of inventories, trade receivables, goodwill, intangible assets and investments. The eventual outcome of impact of the global health pandemic may be different from those estimated as on the date of approval of the Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2021-22:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2021-22 at the rate of 95% (Ninety Five per cent), i.e., ^ 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of ^ 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing 31^st (Thirty First) Annual General Meeting (AGM).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Monday, July 25, 2022 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after April 1, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 31^st (Thirty First) Annual General Meeting of the Company, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2021-22 is in accordance with the Company''s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Dividend Distribution Policy of the Company is made available on the website of the Company and can be accessed on the web-link

https://www.godreiagrovet.com/sustainability/codes-

and-policies.

B. Status of Final Dividend Declared for the Financial Year 2020-21:

The Company had declared a Final Dividend at the rate of 80%, i.e., R 8/- (Rupees Eight Only) per Equity Share of Face Value of R 10/- (Rupees Ten Only) each, at its 30^th (Thirtieth) Annual General Meeting held on August 10, 2021 for the Financial Year 2020-21, aggregating to R 1,53,69,00,544/- (Rupees One Hundred Fifty Three Crore Sixty Nine Lakh Five Hundred Forty Four Only).

As on March 31, 2022, R 1,53,66,68,290/- (Rupees One Hundred Fifty Three Crore Sixty Six Lakh Sixty Eight Thousand Two Hundred Ninety Only) was paid and

R 2,32,254/- (Rupees Two Lakh Thirty Two Thousand Two Hundred Fifty Four Only) is lying in the Unpaid Dividend Account for the said Financial Year.

The Dividend declared and paid for the Financial Year 2020-21 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company''s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2021-22.

10. SHARE CAPITAL:

Your Company''s Equity Share Capital position as at the beginning of the Financial Year 2021-22 (i.e., as on April 1, 2021) and as at the end of the said Financial Year (i.e., as on March 31, 2022) was as follows:

Category of Share Capital	Authorized Share Capital	Issued, Subscribed & Paid-up Share Capital
	No. of Face Value Total Shares Per Share Amount (R) (R)	No. of Face Value Total Amount Shares Per Share (R) (R)
As on April 1, 2021: Equity Preference TOTAL As on March 31, 2022: Equity Preference TOTAL	22.49.94.000 10 2,24,99,40,000 6,000 10 60,000 22.50.00. 000 2,25,00,00,000 22.49.94.000 10 2,24,99,40,000 6,000 10 60,000 22.50.00. 000 2,25,00,00,000	19.20.71.900 10 192,07,19,000 19.20.71.900 192,07,19,000 19.21.12.960 10 192,11,29,600 19.21.12.960 192,11,29,600

During the Financial Year 2021-22, your Company has allotted 41,060 (Forty One Thousand Sixty) Equity Shares of Face Value of R 10/- (Rupees Ten Only) each under the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 ("ESGS 2018"), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 41,060 (Forty One Thousand Sixty) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors, administers the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 ("ESGS 2018"), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share

Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange

Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company at

www.godrejagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2021-22.

Your Company has received a certificate from BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Shareholders. Any request for inspection of the said Certificate may please be sent to gavl.secretarial@godrejagrovet .com. The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been put on the website of the Company, viz., www.godrejagrovet.com

12.DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2021-22.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a)	Accepted during the Financial Year 2021-22	: Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2021-22	: Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved -
	(i) At the beginning of the year	: Nil
	(ii) Maximum during the year	: Nil
	(iii) At the end of the year	: Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	: Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited ("GIL"), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2022, the shareholding of GIL in your Company was 12,00,18,596 (Twelve Crore Eighteen Thousand Five Hundred Ninety Six) Equity Shares of Face Value of ^ 10/- (Rupees Ten Only) each, aggregating to 62.47% of the Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2021-22, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2021-22:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2021-22.

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your Company holds 63.29% of the Equity Share Capital as on March 31, 2022.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2021-22, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2022.

iv. Comercializadora Agricola

Agroastrachem Cia Ltda (Bogota Columbia):

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2021-22.

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your

Company holds 51.91% as on March 31, 2022 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2022, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi. Godrej Tyson Foods Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your

Company holds 51.00% as on March 31, 2022.

vii. Godrej Maxximilk Private Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22; Became a wholly-owned Subsidiary with effect from on June 22, 2021, vide acquisition of additional 24.90% equity stake, consequent to which equity holding increased from 74.90 % to 100%.

15. JOINT VENTURE COMPANY:

During the Financial Year 2021-22, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

Your Company holds 50% of the Paid-Up Equity Share Capital in ACI Godrej Agrovet Private Limited

("ACI GAVPL") (a body corporate incorporated in and under the laws of Bangladesh), while the remaining 50% of the Paid-Up Equity Share Capital in ACI GAVPL is held by Advanced Chemical Industries (ACI) Limited, Bangladesh, pursuant to a Joint Venture arrangement.

16. ASSOCIATE COMPANY:

During the Financial Year 2021-22, no company has newly become or ceased to be an Associate Company of your Company.

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

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

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2021-22, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / De-merger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2021-22.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2021-22, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2021-22, the Company has not made any settlement with its bankers for any loan/facility availed or/and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2021-22 is being placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2022:

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

The following changes have taken place in the Directors of your Company during the Financial Year 2021-22 and till the date of this Report:

Name of Director	Date & Particulars of Change
Dr. Ashok Gulati	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 7, 2021, appointed Dr. Ashok Gulati as an "Additional Director" (Non-Executive & Independent) of the Company.
	The Shareholders, at the 30th (Thirtieth) Annual General Meeting of the Company held on August 10, 2021, approved the appointment of Dr. Ashok Gulati as an "Independent Director" of the Company to hold office for a term of 5 (Five) years, i.e., with effect from May 7, 2021 upto May 6, 2026.
Mr. Jamshyd N. Godrej Mr. Pirojsha Godrej	In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Jamshyd N. Godrej and Mr. Pirojsha Godrej, Non-Executive & Non-Independent Directors, were

liable for retire by rotation at the 30th (Thirtieth) Annual General Meeting (AGM) of the Company on August 10, 2021 and being eligible and having offered themselves for reappointment, were re-appointed at the said AGM.
Mr. Vijay M. Crishna	Mr. Vijay M. Crishna resigned as a "Non-Executive, Non-Independent Director" with effect from the closure of business hours on November 8, 2021, due to advancement of age.
Dr. Ritu Anand Ms. Aditi Kothari Desai Ms. Roopa Purushothaman Mr. Kannan Sitaram	The first term of appointment of Dr. Ritu Anand, Ms. Aditi Kothari Desai, Ms. Roopa Purushothaman and Mr. Kannan Sitaram as "Independent Directors" of the Company was liable to come to an end on July 17, 2022. Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on February 4, 2022, approved and recommended to the Shareholders, the re-appointment of the aforesaid Directors as "Independent Directors", to hold office for a second term.
	Accordingly, the Shareholders of the Company, by passing Special Resolutions through Postal Ballot (whose results were declared on March 20, 2022), approved the said reappointment for a second term of 5 (Five) years, i.e., with effect from July 18, 2022 upto July 18, 2027.
Mr. Balram S. Yadav	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 9, 2022, has approved the reappointment of Mr. Balram S. Yadav as the "Managing Director" of the Company, for further period commencing from September 1, 2022 upto April 30, 2025, subject to the approval of the Shareholders at the ensuing 31st (Thirty-First) Annual General Meeting of the Company.
Mr. Nadir B. Godrej Ms. Nisaba Godrej	Mr. Nadir B. Godrej and Ms. Nisaba Godrej, Non-Executive & Non-Independent Directors, will retire by rotation at the ensuing 31st (Thirty-First) Annual General Meeting (AGM) of the Company, in accordance with the provisions of the Section 152 of Companies Act, 2013 and being eligible, offer themselves for re-appointment.
Mr. Burjis Godrej	The Board of Directors of Godrej Agrovet Limited at its Meeting held on February 4, 2022, has appointed Mr. Burjis Godrej as an "Executive Director" for a period of 5 (five) years to be effective from November 1, 2022 upto October 31, 2027, subject to the approval of the Shareholders at the ensuing Annual General Meeting.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2021-22.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2021-22:

1. Mr. Balram S. Yadav, Managing Director;

2. Mr. S. Varadaraj, Chief Financial Officer & Head - Legal & IT;

3. Mr. Vivek Raizada, Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

The Nomination and Remuneration Policy of your Company has been made available on website of the Company at

https://www.godreiagrovet.com/sustainability/codes-

and-policies.

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2022, the following Directors on your Company''s Board were Independent Directors:

1	Dr. Raghunath A. Mashelkar	(Independent Director)
2	Dr. Ritu Anand	(Independent Director)
3	Ms. Aditi Kothari Desai	(Independent Director)
4	Ms. Roopa Purushothaman	(Independent Director)
5	Mr. Natarajan Srinivasan	(Independent Director)
6	Mr. Kannan Sitaram	(Independent Director)
7	Dr. Ashok Gulati	(Independent Director)

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 9, 2022.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company''s website at https://www.godreiagrovet.com/sustainability/codes-and-policies.

The same is also reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company''s business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

(i) uphold ethical standards of integrity and probity;

(ii) act objectively and constructively while exercising his/her duties;

(iii) exercise his/her responsibilities in a bona fide manner in the interest of the Company;

(iv) devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

(v) not allow any extraneous considerations that will vitiate his/her exercise of obiective independent iudgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective iudgment of the Board of Directors in its decision-making;

(vi) not abuse his/her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

(vii) refrain from any action that would lead to loss of his/her independence;

(viii) where circumstances arise which make an Independent Director lose his/her independence, the Independent Director must immediately inform the Board accordingly;

(ix) assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 (as may be amended from time to time) and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2021-22 are available on the website of the Company and can be accessed through the web-link

https://www.godreiagrovet.com/investors/compli

ance.

In opinion of the Board of Directors of your Company, the following Independent Directors of the Company, whose appointment / re-appointment has been approved during the Financial Year 2021-22, possess the requisite integrity, expertise and experience:

Sr. No.	Name of the Director	Term of 5 (Five) years for Appointment / Re-appointment
		From	To
1.	Dr. Ashok Gulati	May 7, 2021	May 6, 2026
2.	Dr. Ritu Anand
3.	Ms. Aditi Kothari Desai		July 17, 2027
4.	Ms. Roopa Purushothaman	July 18, 2022
5.	Mr. Kannan Sitaram

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

Ms. Aditi Kothari Desai and Ms. Roopa Purushothaman who were required to appear for self-assessment proficiency test for Independent Directors, pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended from time to time), have successfully completed the said test. Dr. Raghunath Mashelkar, Dr. Ritu Anand, Mr. Natarajan Srinivasan, Mr. Kannan Sitaram and Dr. Ashok Gulati are exempted from appearing for self-assessment proficiency test of Independent Directors, as per the exemption criteria specified in the said Rules.

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2021-22, (i.e., May 7,

2021, August 10, 2021, November 9, 2021 and February 4, 2022). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

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

27.AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2022:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Natarajan Srinivasan (*)	Chairman, Non- Executive & Independent Director

2	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4	Mr. Balram S. Yadav	Member, Managing Director

(*) Mr. Natarajan Srinivasan, Independent Director has been inducted as the Chairman of Audit Committee with effect from April 23, 2021.

There were 5 (Five) Meetings of the Audit Committee held during the Financial Year 2021-22, (i.e., May 7, 2021, August 9, 2021, November 9, 2021, December 7, 2021 and February 4, 2022).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees.

The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2021-22, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors during the Financial Year 202122:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There were 3 (Three) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2021-22 (i.e., on May 7, 2021, November 8, 2021 & February 4, 2022).

29. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders'' Relationship Committee of the Board of Directors, comprising of the following Directors during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2	Mr. Balram S. Yadav	Member, Managing Director
3	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders'' Relationship Committee held during the Financial Year 2021-22 (i.e., on November 9, 2021).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to Stakeholders'' Relationship Committee. He has attended all the Meetings of the Stakeholders'' Relationship Committee held during the Financial Year 2021-22.

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

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Dr. Raghunath A. Mashelkar	Chairman, Non-Executive & Independent Director
2	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3	Mr. Balram S. Yadav	M e mber, Managing Director
4	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2021-22 (i.e., on May 7, 2021 and November 9, 2021).

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group''s ''Good & Green'' vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group''s Good & Green goals and have helped us carve out a reputation for being one of the most committed and responsible companies in the industry.

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

The CSR Policy of your Company (as amended) is available on your Company''s website on the web-link

https://www.godreiagrovet.com/ sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2021-22, your Company was required to spend R 6.73 Crore towards CSR Activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly, the Company''s CSR spending for the Financial Year 2021-22 was R 5.30 Crore. The shortfall of R 1.43 Crore in the amount of CSR spending is attributable to ongoing projects which will be completed by the Company in due course and the same has been duly transferred to Unspent CSR Account as on date.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2021-22 is annexed herewith as "Annexure - A”.

31.RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Members, during the Financial Year 2021-22:

Sr. No Name of the Director Designation in the Committee & Nature of Directorship

1 Mr. Nadir B. Godrej Chairman, Non-Executive & Non-Independent Director

2 Mr. Balram S. Yadav Member, Managing Director

3 Mr. Natarajan Srinivasan Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2021-22 (i.e., on November 9, 2021 & February 4, 2022).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

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

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

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

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

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

32. MANAGING COMMITTEE:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Members during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 12 (Twelve) times during the Financial Year 2021-22, (i.e., on April 6, 2021, May 7, 2021, June 7, 2021, July 8, 2021, July 29, 2021, August 10, 2021, September 14, 2021, October 28, 2021, November 25, 2021, December 7, 2021, January 17, 2022 and February 4, 2022).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. STRATEGY COMMITTEE:

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

34. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2021-22, i.e., on May 7, 2021, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

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

35. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy ("Policy") as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company''s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link

https://www.godreiagrovet.com/ sustainability/codes-and-policies. Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ''Whistle Blowing Officer'' and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy.

To support its people to overcome their ethical dilemmas and raise an ethical concern freely "Speak-up" was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors,

distributors and consultants to easily raise their ethical concerns in any of the following ways:

• Log on to the web portal

• Dial the hotline number

• Write to the Ethics E-mail id

• Reach out to the Whistle Blowing Officer

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

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

36. PERFORMANCE EVALUATION:

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

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

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

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE

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

The Board of Directors of your Company has constituted Internal Complaints Committees ("ICC") at Head Office as well as regional levels, pursuant to the provisions of

the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31, 2022:

1	Ms. Neeyati Shah	Chairperson
2	Mr. S. Varadaraj	Member
3	Mr. Salil Chinchore	Member
4	Ms. Priya Jain	Member
5	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace ("POSH Policy") under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 1 (One) complaint under the POSH Policy during the Financial Year 2021-22.

38. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2021-22 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.

40. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

OF THE COMPANIES ACT, 2013:

During the Financial Year 2021-22:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 57 of the Standalone Financial Statements, forming part of the Annual Report.

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2021-22, were on arm''s length basis and in the ordinary course of business.

During the Financial Year 2021-22, the Company has obtained approvals for or entered into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm''s length price:

1. The price for execution of an agreement for sale of property at Thiruvaranga Village and Bagur Village at Anugondanahalli Hobli, Hoskote Taluk, Bangalore Rural District, Karnataka, as a project in "as is where is condition" to/in favour of Godrej Properties Limited was revised to ^ 5.72 Crore (approximately) in terms of approvals granted by the Audit Committee and the Board of Directors during the previous Financial Year (on March 31, 2021).

2. The Company has obtained approval of the Audit Committee on December 7, 2021 and of the Board of Directors on February 4, 2022, for entering into a transaction with Godrej and Boyce Manufacturing Company Limited, for sale / disposal of a land admeasuring 71 Cents situated at Ambattur, Tamil Nadu, for an approximate aggregate consideration

of R 11.15 Crore.

41. FRAUD REPORTING:

During the Financial Year 2021-22, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

42. INTERNAL FINANCIAL CONTROLS:

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

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

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

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm''s length basis, entered into with an intent to further the Company''s interests.

44. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2022) and of the profit and loss of the Company for that period (i.e., the Financial Year 2021-22);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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

45. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed report on Corporate Governance is included in the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the "Secretarial Auditors" of your Company, have certified your Company''s compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

46. STATUTORY AUDITORS:

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

BSR & Co. LLP is eligible for re-appointment for a second term of 5 (Five) years and have provided a written confirmation that they are willing and eligible for reappointment and are not disqualified to be reappointed in terms of the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 has recommended for approval of the Shareholders at the ensuing 31^st (Thirty First) AGM of the Company, the re-appointment of B S R & Co. LLP, Chartered Accountants, as the "Statutory Auditors" of the Company, for a second term of 5 (Five) Years, to hold office from the conclusion of the 31^st (Thirty First) AGM till the conclusion of the 36^th (Thirty Sixth) AGM.

47. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) was appointed by the Board of Directors at its Meeting held on May 7, 2021, as the "Cost Auditors" of the Company for the Financial Year 2021-22, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company, at their 30^th Annual General Meeting ("AGM") held on August 10, 2021, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2021-22, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai has been re-appointed by the Board of Directors, at its Meeting held on May 9, 2022, as the "Cost Auditors" of the Company for the Financial Year 2022-23, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 31^st Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

48. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

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

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2021-22 is annexed as "Annexure - B" to this Board''s Report.

The Board of Directors of your Company at its Meeting held on May 9, 2022, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), who have provided their consent and confirmed their eligibility to act as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

49. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY:

Pursuant to the provisions of Regulation 24A of the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2021-22 of Creamline Dairy Products Limited ("CDPL"), an Unlisted Material Subsidiary of your Company, is annexed as "Annexure - C" to this Board''s Report.

50. RESPONSES TO QUALIFICATIONS,

RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY

AUDITORS, THE SECRETARIAL AUDITORS AND COST AUDITORS:

There are no qualifications, reservations, adverse

remarks and disclaimers of the Statutory Auditors in their Auditors'' Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 202122.

There are no qualifications, reservations, adverse

remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2021-22.

There are no qualifications, reservations, adverse

remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2020-21, which was received and noted during the Financial Year under review. The Cost Audit Report for the Financial Year 2021-22 will be received in due course.

51. LISTING FEES:

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

52. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE850D01014.

53. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company''s success and growth.

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

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

55. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed and/or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company''s website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements. The key policies that have been adopted by your Company are as follows:

1. Risk Management Policy

The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in

		place an adequate risk management infrastructure capable of addressing these risks.
		In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2.	Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company''s strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.
3.	Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c), Regulation 24 and Regulation 24A of the Listing Regulations.
		As on March 31, 2022, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5.	Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.

7.	Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.
13.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information ("UPSI") without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities. In general, this Policy aims to maintain the uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.

14.	Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2021-22.
15.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17.	Human Rights Policy	Your Company has in place, a Human Rights Policy which
		demonstrates your Company''s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

56. SECRETARIAL STANDARDS:

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

57. BUSINESS RESPONSIBILITY REPORT:

The Company has prepared its Business Responsibility Report for the Financial Year 2021-22, in accordance with of Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective. The said Report is prepared in accordance with the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' (NVGs) notified by the Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and forms part of this Annual Report.

58. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2021-22 was in accordance with the Nomination and Remuneration Policy of the Company.

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

59. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 31^st (Thirty First) Annual General Meeting of the Company, subject to such COVID-19 restrictions as may be imposed by the Government(s)

and/or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

60. ADDITIONAL INFORMATION:

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

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

The Audited Annual Financial Statements and related information of the Company''s Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at [email protected].

The Subsidiary Companies'' Financial Statements are also available on the Company''s website https://www.godreiagrovet.com/investors/annual-reports, pursuant to the provisions of Section 136 of the Companies Act, 2013.

61. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"),

all the unpaid or unclaimed dividends are required to be transferred to the Investor Education and Protection Fund established by the Central Government ("IEPF Authority"), upon completion of 7 (Seven) years. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

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

62. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2021-22, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

63. CAUTIONARY STATEMENT:

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

64. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

For and on behalf of the Board of Directors of Godrej Agrovet LimitedNadir B. Godrej Chairman (DIN:00066195)

Date: May 9, 2022 Place: Mumbai

---

Mar 31, 2022

Your Directors have pleasure in presenting this 31^st (Thirty First) Directors'' Report along with the Audited Financial Statements for the Financial Year ended March 31, 2022.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company''s Standalone and Consolidated performance during the Financial Year 2021-22 as compared with that of the previous Financial Year 2020-21 is summarized below:

[K in Crore)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	¦2020-21
Total Income	6,289.34	4,513.81	8,385.74	6,306.27
Profit Before Taxation & Exceptional Items	460.34	352.56	558.85	453.10
Less: Exceptional Expense	-	-	17.28	-
Profit Before Taxation (PBT)	460.34	352.56	541.57	453.10
Less: Tax Expense	100.13	73.56	122.42	105.53
Profit After Taxation (PAT)	360.21	279.00	419.15	347.57

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

Review of Operations / State of Affairs of the Company:

Your Company is a food and agri-conglomerate, dedicated to improving the productivity of Indian farmers by innovating products and services that sustainably increase crop and livestock yields.

The Financial Year 2021-22 was a strong financial year for your Company, in terms of top line growth with strengthening profitability. Your Company delivered a solid performance, clocking highest ever Total Income of R 8,385.7 Crore during the Financial Year 2021-22, growing at 33.0% year-on-year. Consolidated Profit Before Exceptional Items and Tax grew by 23.3% year-on-year. Most of your Company''s businesses registered a strong volume growth, with the exception of standalone Crop Protection segment. Growth in profitability was largely driven by Animal Feed, Oil Palm and Astec LifeSciences Limited (a subsidiary of your Company), while Crop Protection and Food businesses reported a decline in the operating margin.

There has been no change in the nature of business of your Company during the Financial Year 2021-22.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Animal Feed:

During the Financial Year 2021-22, the Animal Feed segment posted strong recovery in volumes which grew by 20.3% year-on-year. The robust volume growth was driven by new product launches and market share gains in key regions and this, coupled with higher realisations, led to 40.6% growth in the Animal Feed segment revenues during the Financial Year 2021-22. Segment results grew by 22.2% year-on-year, driven by realisation of Research & Development (R&D) benefits, price hikes and strategic stocking. This is despite entire feed industry suffering from a margin deterioration on account of the higher input costs inflation. All the major input commodities such as soybean meal, maize, fishmeal and de-oiled rice bran cake, etc. witnessed an unprecedented inflation during the Financial Year 202122.

Crop Protection:

Standalone Crop Protection segment revenues declined to R 544.9 Crore during the Financial Year 2021-22, from R 581.5 Crore during the Financial Year 2020-21. Your Company''s product sales were severely impacted by an erratic monsoon and the extreme weather conditions. During the second half of the Financial Year 2021-22, your Company focused on improving channel hygiene, which led to higher sales returns and increased provisions for doubtful debts. As a result, Standalone segment results declined by 33.9% to R 101.4 Crore from R 153.4 Crore. Your Company continued to work towards increasing the distribution reach of the inhouse products by partnering with other major agrochemical players in the industry. Your Company launched ''Gracia'' during the Financial Year 2021-22, extending in-licensing arrangement with Nissan Chemical Corporation, Japan.

Vegetable Oil:

Vegetable Oil segment registered excellent performance during the Financial Year 2021-22, driven by record-high oil prices, notable improvement in oil extraction ratio and a modest increase in volumes. Segment revenues increased to R 1,264.8 Crore from R 710.0 Crore, an increase of 78.1%. At the same time, segment results increased by 187.6% to R 240.8 Crore from R 83.7 Crore. Average prices for crude palm oil and palm kernel oil increased by 51% and 90% year-on-year respectively, during the Financial Year under review.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a statement containing the salient features of the Financial Statements of our Subsidiaries and Associates in the Form AOC-1 is annexed to and forms part of the Financial Statement. The statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements, the Audited Financial Statements of all the subsidiaries of your Company and other

documents annexed thereto are available on your Company''s website: www.godreiagrovet.com.

Your Directors present herewith, a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company during the Financial Year 2021-22, as follows:

A. Review of Operations / State of Affairs of the Subsidiaries of the Company:1. Godvet Agrochem Limited:

Godvet Agrochem Limited ("Godvet") is a wholly -owned subsidiary of your Company. During the Financial Year 2021-22, Godvet recorded Profit Before Tax of R 1.1 Crore, as compared to Profit Before Tax of R 3.8 Crore during the Financial Year 2020-21.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited ("Astec") manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 25 (Twenty Five) countries.

During the Financial Year 2021-22, Astec recorded Consolidated Total Income of R 687.0 Crore, representing a growth of 22.1% over the previous Financial Year 2020-21. Profit Before Exceptional Items & Tax also increased to R 121.1 Crore, which is a growth of 36.0% year-on-year.

The shareholding of your Company in Astec as on March 31, 2022 was 63.29% of the total Paid-up Equity Share Capital of Astec.

Subsidiaries of Astec LifeSciences Limited:

Astec had the following 2 (Two) Subsidiaries throughout the Financial Year 2021-22:

(i) Behram Chemicals Private Limited:

During the Financial Year 2021-22, Behram Chemicals Private Limited reported a Profit Before Tax of R 0.09 Crore, as compared to Profit Before Tax of R 0.09 Crore during the previous Financial Year 2020-21.

The shareholding of Astec in Behram Chemicals Private Limited as on March 31, 2022 was

65.63% of the total Paid-up Equity Share Capital of Behram.

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

During the Financial Year 2021-22, Comercializadora Agricola Agroastrachem Cia Ltda, a wholly-owned subsidiary of Astec, reported Nil Profit / Loss Before Tax, as compared to ^ 0.00* Crore during the previous Financial Year 2020-21.

*The amount reflected as "0.00" in the Financial Statement is value less than ^ 1 Lakh.

3. Creamline Dairy Products Limited:

Creamline Dairy Products Limited ("CDPL") is one of the leading private dairy companies in Southern India and its products are sold under the brand name ''Godrej Jersey''.

During the Financial Year 2021-22, CDPL recorded a Total Income of ^ 1,178.5 Crore, representing a year-on-year growth of 13.5%. The good recovery during Financial Year 2021-22 as compared to the previous Financial Year 2020-21 was led primarily by an increase in the market share of value-added products, mainly Curd, Milk drinks and Ghee. However, profitability was impacted due to high input price inflation, coupled with no price hike taken in the first nine months of the Financial Year 2021-22. As a result, CDPL reported a Loss Before Tax Excluding Exceptional Items of (^ 32.3 Crore) during the current Financial Year 2021-22, vis-a-vis Profit of ^ 7.3 Crore during the previous Financial Year 2020-21.

The shareholding of your Company in CDPL as on March 31, 2022 was 51.91% of the total Paid-up Equity Share Capital of CDPL.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited ("GTFL") is engaged in the manufacturing of processed poultry and vegetarian products through its brands ''Real Good Chicken'' (RGC) and ''Yummiez''. GTFL is also engaged in the sale of live birds in the market.

During the Financial Year 2021-22, GTFL recorded a Total Income of ^ 785.6 Crore, representing a year-on-year growth of 30.0%. Growth in Total Income was driven by Real Good Chicken and live bird segments. However, an unprecedented rise in input costs led to decline in GTFL''s Profit Before Tax

to R 3.0 Crore during the Financial Year 2021-22, from ^ 22.7 Crore reported during the previous Financial Year 2020-21. Your Company currently holds a 51% equity stake in GTFL.

5. Godrej Maxximilk Private Limited:

Godrej Maxximilk Private Limited ("GMPL") became a subsidiary of your Company during the Financial Year 2018-19. Your Company has increased its stake in GMPL to 100% during the Financial Year 2021-22 from 74.90% during the previous Financial Year.

GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion. During the Financial Year 2021-22, GMPL has reported a Loss Before Tax of (^ 9.8 Crore), as compared to a Loss Before Tax of (^ 8.1 Crore) during the previous Financial Year 2020-21.

B. Review of Operations / State of Affairs of Joint Ventures (JVs):(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited (ACI GAVPL) recorded revenue of ^ 1,557.9 Crore during the Financial Year 2021-22, as compared to R 1,251.4 Crore during Financial Year 2020-21.

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

The shareholding of your Company in ACI GAVPL as on March 31, 2022 was 50% of the total Paid-up Equity Share Capital of ACI GAVPL.

(ii) Omnivore India Capital Trust:

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

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

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

Your Company currently has 24% equity stake in the Al Rahba International Trading Limited Liability Company (Al Rahba), an associate (with a 33.33% share in profits). The investment in Al Rahba appears as part of current investment during the Financial Year 2021-22.

3. FINANCE & CREDIT RATING:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2021-22, your Company had dual rating for its Commercial Paper Programme of ^ 1,000 Crore (Rupees One Thousand Crore Only) [enhanced from ^ 600 Crore (Rupees Six Hundred Crore Only) during the Financial Year 2021-22] as follows:

• Credit Rating by ICRA Limited: "ICRA A1 " (Pronounced as ''ICRA A one plus'' rating); and

• Credit Rating by CRISIL: "CRISIL A1 " (Pronounced as ''CRISIL A one plus'' rating).

In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of ^ 1,000 Crore (Rupees One Thousand Crore Only), as on March 31, 2022.

Moreover, your Company continues to enjoy long term rating of "ICRA AA'''' (pronounced as ''ICRA double A'' for its ^ 60 Crore Fund Based limits and short term rating of "ICRA A1 " (pronounced as ''ICRA A one plus'' rating) for its ^ 500 Crore Fund Based limits and ^ 70 Crore NonFund Based limits.

4. INFORMATION SYSTEMS:

During the Financial Year 2021-22, with the COVID-19 pandemic situation improving, your Company has deployed technology solutions to enable and support hybrid work environment for its employees. It has formulated cybersecurity implementation roadmap to improve your Company''s cyber security maturity. Your

Company has also implemented solutions like Data Leakage Prevention, Endpoint Detection & Response (EDR), Zero Trust based network protection solution. Digital transformation initiatives across businesses are underway, which include deployment of web-based and mobile applications to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Your Company has also started pilot on use of latest technologies like Artificial Intelligence and Machine Learning (AI/ML) & Predictive analytics in its businesses.

5. MANUFACTURING FACILITIES:

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

Animal Feed:

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

Aqua Feed:

Hanuman Junction (Krishna District, Andhra Pradesh), Kondapalli (Vijayawada, Andhra Pradesh)

Crop Protection:

Samba (Jammu) and Lote Parshuram (Ratnagiri, Maharashtra)

Vegetable Oils:

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

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. During the pandemic year 2021-22, your Company undertook several

measures to maintain high health and hygiene standards at the workplace. Your Company has extensively vaccinated its employees, their families, contractual workforce and channel partners during the Financial Year 2021-22. Your Company also provided financial, health as well as medical support to employees impacted due to COVID-19 and has also put in place, specific benefit programmes to help families of deceased employees. Your Company also focused on the physical and mental health and rolled our various initiatives for employees and their families.

In order to help the Company in achieving its stretched ambition, ''the Extra Mile Sales Incentive Scheme'' was launched. The scheme offers multiples of the base incentive in case an employee exceeds the target achievement. The scheme was received well and the overall target achievement has improved during the Financial Year 2021-22.

Your Company continued to focus on the manpower productivity and efficiency during the Financial year under review. Therefore, the manpower additions were calibrated and manpower productivity improved substantially over the previous years.

The Great Resignation phenomenon resulted in increase in the attrition level amongst white collar employees to 10.50%. Your Company has undertaken various necessary steps to arrest the attrition through incentive programmes, career conversations and compensation corrections.

As on March 31, 2022, the total number of permanent employees of the Company was 2,711.

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

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2021-22 to which the Financial Statements relate and the date of the Directors'' Report (i.e., from April 1, 2022 upto May 9, 2022). The global outbreak of COVID-19 health pandemic has significantly impacted the economy. The Management of your Company has considered internal and certain external sources of information, including economic forecasts and industry reports up to the date of approval of the Financial Statements, in determining the impact on various elements of its Financial Statements. The Management has used the principles of prudence in applying judgments, estimates and assumptions including sensitivity analysis and based on the current estimates, the Management expects to fully recover the carrying amount of inventories, trade receivables, goodwill, intangible assets and investments. The eventual outcome of impact of the global health pandemic may be different from those estimated as on the date of approval of the Financial Statements.

8. DIVIDEND:

A. Proposed Final Dividend for the Financial Year 2021-22:

The Board of Directors of your Company has recommended a Final Dividend for the Financial Year 2021-22 at the rate of 95% (Ninety Five per cent), i.e., ^ 9.50 (Rupees Nine and Paise Fifty Only) per Equity Share of Face Value of ^ 10/- (Rupees Ten Only) each, subject to approval of the Shareholders at the ensuing 31^st (Thirty First) Annual General Meeting (AGM).

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Monday, July 25, 2022 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after April 1, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 31^st (Thirty First) Annual General Meeting of the Company, forming a part of this Annual Report.

The Dividend payout for the Financial Year 2021-22 is in accordance with the Company''s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Dividend Distribution Policy of the Company is made available on the website of the Company and can be accessed on the web-link

https://www.godreiagrovet.com/sustainability/codes-

and-policies.

B. Status of Final Dividend Declared for the Financial Year 2020-21:

The Company had declared a Final Dividend at the rate of 80%, i.e., R 8/- (Rupees Eight Only) per Equity Share of Face Value of R 10/- (Rupees Ten Only) each, at its 30^th (Thirtieth) Annual General Meeting held on August 10, 2021 for the Financial Year 2020-21, aggregating to R 1,53,69,00,544/- (Rupees One Hundred Fifty Three Crore Sixty Nine Lakh Five Hundred Forty Four Only).

As on March 31, 2022, R 1,53,66,68,290/- (Rupees One Hundred Fifty Three Crore Sixty Six Lakh Sixty Eight Thousand Two Hundred Ninety Only) was paid and

R 2,32,254/- (Rupees Two Lakh Thirty Two Thousand Two Hundred Fifty Four Only) is lying in the Unpaid Dividend Account for the said Financial Year.

The Dividend declared and paid for the Financial Year 2020-21 by the Company was in compliance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and in accordance with the Company''s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to reserve during the Financial Year 2021-22.

10. SHARE CAPITAL:

Your Company''s Equity Share Capital position as at the beginning of the Financial Year 2021-22 (i.e., as on April 1, 2021) and as at the end of the said Financial Year (i.e., as on March 31, 2022) was as follows:

Category of Share Capital	Authorized Share Capital	Issued, Subscribed & Paid-up Share Capital
	No. of Face Value Total Shares Per Share Amount (R) (R)	No. of Face Value Total Amount Shares Per Share (R) (R)
As on April 1, 2021: Equity Preference TOTAL As on March 31, 2022: Equity Preference TOTAL	22.49.94.000 10 2,24,99,40,000 6,000 10 60,000 22.50.00. 000 2,25,00,00,000 22.49.94.000 10 2,24,99,40,000 6,000 10 60,000 22.50.00. 000 2,25,00,00,000	19.20.71.900 10 192,07,19,000 19.20.71.900 192,07,19,000 19.21.12.960 10 192,11,29,600 19.21.12.960 192,11,29,600

During the Financial Year 2021-22, your Company has allotted 41,060 (Forty One Thousand Sixty) Equity Shares of Face Value of R 10/- (Rupees Ten Only) each under the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 ("ESGS 2018"), pursuant to exercise of options by Eligible Employees under ESGS 2018.

The aforementioned 41,060 (Forty One Thousand Sixty) Equity Shares rank pari passu with the existing Equity Shares of the Company and have been listed for trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

11. EMPLOYEES STOCK GRANT SCHEME, 2018:

Your Company has implemented and through the Nomination and Remuneration Committee of the Board of Directors, administers the Godrej Agrovet Limited - Employees Stock Grant Scheme, 2018 ("ESGS 2018"), under which stock options are granted to the Eligible Employees, in compliance with the provisions of the Securities and Exchange Board of India (Share

Based Employee Benefits and Sweat Equity) Regulations, 2021 [erstwhile Securities and Exchange

Board of India (Share Based Employee Benefits) Regulations, 2014].

The details of the Stock Grants allotted under ESGS 2018 have been uploaded on the website of the Company at

www.godrejagrovet.com.

The Board of Directors of your Company confirms as follows:

(a) ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the approval granted by the Members; and

(b) There have been no changes in ESGS 2018 during the Financial Year 2021-22.

Your Company has received a certificate from BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company that ESGS 2018 has been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Shareholders. Any request for inspection of the said Certificate may please be sent to gavl.secretarial@godrejagrovet .com. The disclosure as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been put on the website of the Company, viz., www.godrejagrovet.com

12.DEPOSITS:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2021-22.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a)	Accepted during the Financial Year 2021-22	: Nil
(b)	Remained unpaid or unclaimed during the Financial Year 2021-22	: Nil
(c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved -
	(i) At the beginning of the year	: Nil
	(ii) Maximum during the year	: Nil
	(iii) At the end of the year	: Nil
(d)	Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013	: Nil

13. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Godrej Industries Limited ("GIL"), as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2022, the shareholding of GIL in your Company was 12,00,18,596 (Twelve Crore Eighteen Thousand Five Hundred Ninety Six) Equity Shares of Face Value of ^ 10/- (Rupees Ten Only) each, aggregating to 62.47% of the Paid-up Equity Share Capital of the Company. GIL is also a listed company (listed on BSE Limited and the National Stock Exchange of India Limited).

14. SUBSIDIARY COMPANIES:

During the Financial Year 2021-22, no company has newly become or ceased to be a Subsidiary of your Company.

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2021-22:

i. Godvet Agrochem Limited:

A Wholly-owned Subsidiary of your Company throughout the Financial Year 2021-22.

ii. Astec LifeSciences Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your Company holds 63.29% of the Equity Share Capital as on March 31, 2022.

iii. Behram Chemicals Private Limited:

A Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2021-22, in which Astec LifeSciences Limited holds 65.63% as on March 31, 2022.

iv. Comercializadora Agricola

Agroastrachem Cia Ltda (Bogota Columbia):

A Wholly-owned Subsidiary of Astec LifeSciences Limited throughout the Financial Year 2021-22.

v. Creamline Dairy Products Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your

Company holds 51.91% as on March 31, 2022 and is also an Unlisted Material Subsidiary of your Company as on March 31, 2022, as per Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi. Godrej Tyson Foods Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22, in which your

Company holds 51.00% as on March 31, 2022.

vii. Godrej Maxximilk Private Limited:

A Subsidiary of your Company throughout the Financial Year 2021-22; Became a wholly-owned Subsidiary with effect from on June 22, 2021, vide acquisition of additional 24.90% equity stake, consequent to which equity holding increased from 74.90 % to 100%.

15. JOINT VENTURE COMPANY:

During the Financial Year 2021-22, no company has newly become or ceased to be a Joint Venture (JV) company of your Company.

i. ACI Godrej Agrovet Private Limited, Bangladesh

Your Company holds 50% of the Paid-Up Equity Share Capital in ACI Godrej Agrovet Private Limited

("ACI GAVPL") (a body corporate incorporated in and under the laws of Bangladesh), while the remaining 50% of the Paid-Up Equity Share Capital in ACI GAVPL is held by Advanced Chemical Industries (ACI) Limited, Bangladesh, pursuant to a Joint Venture arrangement.

16. ASSOCIATE COMPANY:

During the Financial Year 2021-22, no company has newly become or ceased to be an Associate Company of your Company.

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

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

17. SCHEME OF AMALGAMATION / ARRANGEMENT:

During the Financial Year 2021-22, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / De-merger or Arrangement with its Members and/or Creditors.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2021-22.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2021-22, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2021-22, the Company has not made any settlement with its bankers for any loan/facility availed or/and still in existence.

21. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2021-22 is being placed on the website of your Company and is available at the web-link https://www.godreiagrovet.com/investors/annual-reports

22. DIRECTORS:

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2022:

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

The following changes have taken place in the Directors of your Company during the Financial Year 2021-22 and till the date of this Report:

Name of Director	Date & Particulars of Change
Dr. Ashok Gulati	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 7, 2021, appointed Dr. Ashok Gulati as an "Additional Director" (Non-Executive & Independent) of the Company.
	The Shareholders, at the 30th (Thirtieth) Annual General Meeting of the Company held on August 10, 2021, approved the appointment of Dr. Ashok Gulati as an "Independent Director" of the Company to hold office for a term of 5 (Five) years, i.e., with effect from May 7, 2021 upto May 6, 2026.
Mr. Jamshyd N. Godrej Mr. Pirojsha Godrej	In accordance with the provisions of Section 152 of Companies Act, 2013, Mr. Jamshyd N. Godrej and Mr. Pirojsha Godrej, Non-Executive & Non-Independent Directors, were

liable for retire by rotation at the 30th (Thirtieth) Annual General Meeting (AGM) of the Company on August 10, 2021 and being eligible and having offered themselves for reappointment, were re-appointed at the said AGM.
Mr. Vijay M. Crishna	Mr. Vijay M. Crishna resigned as a "Non-Executive, Non-Independent Director" with effect from the closure of business hours on November 8, 2021, due to advancement of age.
Dr. Ritu Anand Ms. Aditi Kothari Desai Ms. Roopa Purushothaman Mr. Kannan Sitaram	The first term of appointment of Dr. Ritu Anand, Ms. Aditi Kothari Desai, Ms. Roopa Purushothaman and Mr. Kannan Sitaram as "Independent Directors" of the Company was liable to come to an end on July 17, 2022. Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on February 4, 2022, approved and recommended to the Shareholders, the re-appointment of the aforesaid Directors as "Independent Directors", to hold office for a second term.
	Accordingly, the Shareholders of the Company, by passing Special Resolutions through Postal Ballot (whose results were declared on March 20, 2022), approved the said reappointment for a second term of 5 (Five) years, i.e., with effect from July 18, 2022 upto July 18, 2027.
Mr. Balram S. Yadav	Upon recommendation made by the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on May 9, 2022, has approved the reappointment of Mr. Balram S. Yadav as the "Managing Director" of the Company, for further period commencing from September 1, 2022 upto April 30, 2025, subject to the approval of the Shareholders at the ensuing 31st (Thirty-First) Annual General Meeting of the Company.
Mr. Nadir B. Godrej Ms. Nisaba Godrej	Mr. Nadir B. Godrej and Ms. Nisaba Godrej, Non-Executive & Non-Independent Directors, will retire by rotation at the ensuing 31st (Thirty-First) Annual General Meeting (AGM) of the Company, in accordance with the provisions of the Section 152 of Companies Act, 2013 and being eligible, offer themselves for re-appointment.
Mr. Burjis Godrej	The Board of Directors of Godrej Agrovet Limited at its Meeting held on February 4, 2022, has appointed Mr. Burjis Godrej as an "Executive Director" for a period of 5 (five) years to be effective from November 1, 2022 upto October 31, 2027, subject to the approval of the Shareholders at the ensuing Annual General Meeting.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from BNP & Associates, Company Secretaries and the Secretarial Auditors of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2021-22.

23. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2021-22:

1. Mr. Balram S. Yadav, Managing Director;

2. Mr. S. Varadaraj, Chief Financial Officer & Head - Legal & IT;

3. Mr. Vivek Raizada, Head - Legal & Company Secretary & Compliance Officer.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

The Nomination and Remuneration Policy of your Company has been made available on website of the Company at

https://www.godreiagrovet.com/sustainability/codes-

and-policies.

25. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:

As on March 31, 2022, the following Directors on your Company''s Board were Independent Directors:

1	Dr. Raghunath A. Mashelkar	(Independent Director)
2	Dr. Ritu Anand	(Independent Director)
3	Ms. Aditi Kothari Desai	(Independent Director)
4	Ms. Roopa Purushothaman	(Independent Director)
5	Mr. Natarajan Srinivasan	(Independent Director)
6	Mr. Kannan Sitaram	(Independent Director)
7	Dr. Ashok Gulati	(Independent Director)

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same, at its Meeting held on May 9, 2022.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company''s website at https://www.godreiagrovet.com/sustainability/codes-and-policies.

The same is also reproduced below:

1. Qualifications of Independent Director:

An Independent Director of your Company is required to possess appropriate skills, experience and knowledge in one or more fields of Finance, Law, Management, Sales, Marketing, Administration, Research, Corporate Governance, Technical Operations or other disciplines related to the Company''s business.

2. Positive Attributes of Independent Directors:

An Independent Director shall be a person who shall:

(i) uphold ethical standards of integrity and probity;

(ii) act objectively and constructively while exercising his/her duties;

(iii) exercise his/her responsibilities in a bona fide manner in the interest of the Company;

(iv) devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

(v) not allow any extraneous considerations that will vitiate his/her exercise of obiective independent iudgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective iudgment of the Board of Directors in its decision-making;

(vi) not abuse his/her position to the detriment of the Company or its Shareholders or for the purpose of gaining direct or indirect personal advantage or advantage to any associated person;

(vii) refrain from any action that would lead to loss of his/her independence;

(viii) where circumstances arise which make an Independent Director lose his/her independence, the Independent Director must immediately inform the Board accordingly;

(ix) assist the Company in implementing the best corporate governance practices.

3. Independence of Independent Directors:

An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 (as may be amended from time to time) and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (as may be amended from time to time).

All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The details of familiarization programmes attended by the Independent Directors during the Financial Year 2021-22 are available on the website of the Company and can be accessed through the web-link

https://www.godreiagrovet.com/investors/compli

ance.

In opinion of the Board of Directors of your Company, the following Independent Directors of the Company, whose appointment / re-appointment has been approved during the Financial Year 2021-22, possess the requisite integrity, expertise and experience:

Sr. No.	Name of the Director	Term of 5 (Five) years for Appointment / Re-appointment
		From	To
1.	Dr. Ashok Gulati	May 7, 2021	May 6, 2026
2.	Dr. Ritu Anand
3.	Ms. Aditi Kothari Desai		July 17, 2027
4.	Ms. Roopa Purushothaman	July 18, 2022
5.	Mr. Kannan Sitaram

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

Ms. Aditi Kothari Desai and Ms. Roopa Purushothaman who were required to appear for self-assessment proficiency test for Independent Directors, pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended from time to time), have successfully completed the said test. Dr. Raghunath Mashelkar, Dr. Ritu Anand, Mr. Natarajan Srinivasan, Mr. Kannan Sitaram and Dr. Ashok Gulati are exempted from appearing for self-assessment proficiency test of Independent Directors, as per the exemption criteria specified in the said Rules.

26. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 4 (Four) Meetings of the Board of Directors held during the Financial Year 2021-22, (i.e., May 7,

2021, August 10, 2021, November 9, 2021 and February 4, 2022). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms a part of the Annual Report.

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

27.AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2022:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Natarajan Srinivasan (*)	Chairman, Non- Executive & Independent Director

2	Dr. Ritu Anand	Member, Non-Executive & Independent Director
3	Ms. Aditi Kothari Desai	Member, Non-Executive & Independent Director
4	Mr. Balram S. Yadav	Member, Managing Director

(*) Mr. Natarajan Srinivasan, Independent Director has been inducted as the Chairman of Audit Committee with effect from April 23, 2021.

There were 5 (Five) Meetings of the Audit Committee held during the Financial Year 2021-22, (i.e., May 7, 2021, August 9, 2021, November 9, 2021, December 7, 2021 and February 4, 2022).

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees.

The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2021-22, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

28. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, comprising of the following Directors during the Financial Year 202122:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Dr. Ritu Anand	Chairperson, Non-Executive & Independent Director
2	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director
3	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director

There were 3 (Three) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2021-22 (i.e., on May 7, 2021, November 8, 2021 & February 4, 2022).

29. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders'' Relationship Committee of the Board of Directors, comprising of the following Directors during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2	Mr. Balram S. Yadav	Member, Managing Director
3	Mr. Natarajan Srinivasan	Member, Non-Executive & Independent Director

There was 1 (One) Meeting of the Stakeholders'' Relationship Committee held during the Financial Year 2021-22 (i.e., on November 9, 2021).

Mr. Vivek Raizada, Company Secretary & Compliance Officer is the Secretary to Stakeholders'' Relationship Committee. He has attended all the Meetings of the Stakeholders'' Relationship Committee held during the Financial Year 2021-22.

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

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Dr. Raghunath A. Mashelkar	Chairman, Non-Executive & Independent Director
2	Mr. Nadir B. Godrej	Member, Non-Executive & Non-Independent Director
3	Mr. Balram S. Yadav	M e mber, Managing Director
4	Ms. Roopa Purushothaman	Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the CSR Committee held during the Financial Year 2021-22 (i.e., on May 7, 2021 and November 9, 2021).

Areas of CSR Expenditure & CSR Policy:

Your Company is committed to the Godrej Group''s ''Good & Green'' vision of creating a more inclusive and greener India. Our strategic CSR Projects, undertaken as part of our overall sustainability framework, actively work towards the Godrej Group''s Good & Green goals and have helped us carve out a reputation for being one of the most committed and responsible companies in the industry.

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

The CSR Policy of your Company (as amended) is available on your Company''s website on the web-link

https://www.godreiagrovet.com/ sustainability/codes-and-policies.

Amount of CSR Spending:

During the Financial Year 2021-22, your Company was required to spend R 6.73 Crore towards CSR Activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly, the Company''s CSR spending for the Financial Year 2021-22 was R 5.30 Crore. The shortfall of R 1.43 Crore in the amount of CSR spending is attributable to ongoing projects which will be completed by the Company in due course and the same has been duly transferred to Unspent CSR Account as on date.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2021-22 is annexed herewith as "Annexure - A”.

31.RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Members, during the Financial Year 2021-22:

Sr. No Name of the Director Designation in the Committee & Nature of Directorship

1 Mr. Nadir B. Godrej Chairman, Non-Executive & Non-Independent Director

2 Mr. Balram S. Yadav Member, Managing Director

3 Mr. Natarajan Srinivasan Member, Non-Executive & Independent Director

There were 2 (Two) Meetings of the Risk Management Committee held during the Financial Year 2021-22 (i.e., on November 9, 2021 & February 4, 2022).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

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

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

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

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

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

32. MANAGING COMMITTEE:

Your Company has constituted the Managing Committee of the Board of Directors, pursuant to Article 144 of the Articles of Association of the Company, comprising of the following Members during the Financial Year 2021-22:

Sr. No	Name of the Director	Designation in the Committee & Nature of Directorship
1	Mr. Nadir B. Godrej	Chairman, Non-Executive & Non-Independent Director
2	Ms. Nisaba Godrej	Member, Non-Executive & Non-Independent Director
3	Mr. Pirojsha Godrej	Member, Non-Executive & Non-Independent Director
4	Mr. Balram S. Yadav	Member, Managing Director

The Managing Committee met 12 (Twelve) times during the Financial Year 2021-22, (i.e., on April 6, 2021, May 7, 2021, June 7, 2021, July 8, 2021, July 29, 2021, August 10, 2021, September 14, 2021, October 28, 2021, November 25, 2021, December 7, 2021, January 17, 2022 and February 4, 2022).

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

33. STRATEGY COMMITTEE:

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

34. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2021-22, i.e., on May 7, 2021, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013.

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

35. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy ("Policy") as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.

This Policy is also applicable to your Company''s Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link

https://www.godreiagrovet.com/ sustainability/codes-and-policies. Mr. V. Swaminathan, Head - Corporate Audit & Assurance, has been appointed as the ''Whistle Blowing Officer'' and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman of the Audit Committee, as stated in the Policy.

To support its people to overcome their ethical dilemmas and raise an ethical concern freely "Speak-up" was launched in Godrej. It is a platform for Godrej employees, business associates, agents, vendors,

distributors and consultants to easily raise their ethical concerns in any of the following ways:

• Log on to the web portal

• Dial the hotline number

• Write to the Ethics E-mail id

• Reach out to the Whistle Blowing Officer

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

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

36. PERFORMANCE EVALUATION:

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

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

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

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE

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

The Board of Directors of your Company has constituted Internal Complaints Committees ("ICC") at Head Office as well as regional levels, pursuant to the provisions of

the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC at the Head Office level comprised of the following Members as on March 31, 2022:

1	Ms. Neeyati Shah	Chairperson
2	Mr. S. Varadaraj	Member
3	Mr. Salil Chinchore	Member
4	Ms. Priya Jain	Member
5	Ms. Sharmila Kher	External Member

The Company has formulated and circulated to all the employees, a gender-neutral Policy on Prevention of Sexual Harassment at Workplace ("POSH Policy") under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The Company has received and resolved 1 (One) complaint under the POSH Policy during the Financial Year 2021-22.

38. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2021-22 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.

40. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

OF THE COMPANIES ACT, 2013:

During the Financial Year 2021-22:

• There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

• None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

• Requisite prior approvals of the Audit Committee of the Board of Directors were obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Attention of the Shareholders is also drawn to the disclosure of Related Party Transactions set out in Note No. 57 of the Standalone Financial Statements, forming part of the Annual Report.

Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2021-22, were on arm''s length basis and in the ordinary course of business.

During the Financial Year 2021-22, the Company has obtained approvals for or entered into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arm''s length price:

1. The price for execution of an agreement for sale of property at Thiruvaranga Village and Bagur Village at Anugondanahalli Hobli, Hoskote Taluk, Bangalore Rural District, Karnataka, as a project in "as is where is condition" to/in favour of Godrej Properties Limited was revised to ^ 5.72 Crore (approximately) in terms of approvals granted by the Audit Committee and the Board of Directors during the previous Financial Year (on March 31, 2021).

2. The Company has obtained approval of the Audit Committee on December 7, 2021 and of the Board of Directors on February 4, 2022, for entering into a transaction with Godrej and Boyce Manufacturing Company Limited, for sale / disposal of a land admeasuring 71 Cents situated at Ambattur, Tamil Nadu, for an approximate aggregate consideration

of R 11.15 Crore.

41. FRAUD REPORTING:

During the Financial Year 2021-22, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

42. INTERNAL FINANCIAL CONTROLS:

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

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

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

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors are, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company.

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

The transactions with persons or entities belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the Company, as stated under Schedule V, Part A (2A) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the Notes to the accompanying Financial Statements. All such transactions during the Financial Year under review were on arm''s length basis, entered into with an intent to further the Company''s interests.

44. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2022) and of the profit and loss of the Company for that period (i.e., the Financial Year 2021-22);

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

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

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

45. CORPORATE GOVERNANCE:

In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed report on Corporate Governance is included in the Annual Report.

M/s. BNP & Associates, Company Secretaries, who are also the "Secretarial Auditors" of your Company, have certified your Company''s compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

46. STATUTORY AUDITORS:

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

BSR & Co. LLP is eligible for re-appointment for a second term of 5 (Five) years and have provided a written confirmation that they are willing and eligible for reappointment and are not disqualified to be reappointed in terms of the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on May 9, 2022 has recommended for approval of the Shareholders at the ensuing 31^st (Thirty First) AGM of the Company, the re-appointment of B S R & Co. LLP, Chartered Accountants, as the "Statutory Auditors" of the Company, for a second term of 5 (Five) Years, to hold office from the conclusion of the 31^st (Thirty First) AGM till the conclusion of the 36^th (Thirty Sixth) AGM.

47. COST RECORDS AND COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) was appointed by the Board of Directors at its Meeting held on May 7, 2021, as the "Cost Auditors" of the Company for the Financial Year 2021-22, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company, at their 30^th Annual General Meeting ("AGM") held on August 10, 2021, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the Financial Year 2021-22, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai has been re-appointed by the Board of Directors, at its Meeting held on May 9, 2022, as the "Cost Auditors" of the Company for the Financial Year 2022-23, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors at their ensuing 31^st Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

48. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

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

The Secretarial Audit Report submitted by M/s. BNP & Associates, the Secretarial Auditors, for the Financial Year 2021-22 is annexed as "Annexure - B" to this Board''s Report.

The Board of Directors of your Company at its Meeting held on May 9, 2022, has re-appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400), who have provided their consent and confirmed their eligibility to act as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

49. SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY:

Pursuant to the provisions of Regulation 24A of the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the Financial Year 2021-22 of Creamline Dairy Products Limited ("CDPL"), an Unlisted Material Subsidiary of your Company, is annexed as "Annexure - C" to this Board''s Report.

50. RESPONSES TO QUALIFICATIONS,

RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY

AUDITORS, THE SECRETARIAL AUDITORS AND COST AUDITORS:

There are no qualifications, reservations, adverse

remarks and disclaimers of the Statutory Auditors in their Auditors'' Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 202122.

There are no qualifications, reservations, adverse

remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2021-22.

There are no qualifications, reservations, adverse

remarks and disclaimers of the Cost Auditors in their Cost Audit Report for the Financial Year 2020-21, which was received and noted during the Financial Year under review. The Cost Audit Report for the Financial Year 2021-22 will be received in due course.

51. LISTING FEES:

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

52. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE850D01014.

53. RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company''s success and growth.

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

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

55. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed and/or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company''s website viz., https://www.godreiagrovet.com/sustainabilitv/codes-and-policies, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements. The key policies that have been adopted by your Company are as follows:

1. Risk Management Policy

The Company has in place, a Risk Management Policy which has been framed by the Board of Directors of the Company, based on the recommendation made by the Risk Management Committee. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in

		place an adequate risk management infrastructure capable of addressing these risks.
		In the opinion of the Board of Directors, no risks have been identified which may threaten the existence of your Company.
2.	Corporate Social Responsibility Policy	The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors, a Corporate Social Responsibility Policy, indicating the activities to be undertaken by the Company as corporate social responsibility, which has been approved by the Board. This Policy outlines the Company''s strategy to bring about a positive impact on society through activities and programmes relating to livelihood, healthcare, education, sanitation, environment, etc.
3.	Policy for Determining Material Subsidiaries	This Policy is used to determine the material subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c), Regulation 24 and Regulation 24A of the Listing Regulations.
		As on March 31, 2022, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy approved by the Board formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management employees.
5.	Whistle Blower Policy / Vigil Mechanism	The Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for access to the Whistle Blowing Officer or direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.
6.	Policy on Prevention of Sexual Harassment at Workplace	The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.

7.	Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
9.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosure of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
10.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
11.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter in terms of the Policy.
12.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may form their own judgment as to when and how much dividend they may expect.
13.	Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)	This Policy / Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information ("UPSI") without a legitimate purpose. The Policy / Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities. In general, this Policy aims to maintain the uniformity, transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.

14.	Code of Conduct for the Board of Directors and Senior Management Personnel	The Company has in place, a Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2021-22.
15.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
16.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
17.	Human Rights Policy	Your Company has in place, a Human Rights Policy which
		demonstrates your Company''s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

56. SECRETARIAL STANDARDS:

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

57. BUSINESS RESPONSIBILITY REPORT:

The Company has prepared its Business Responsibility Report for the Financial Year 2021-22, in accordance with of Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective. The said Report is prepared in accordance with the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' (NVGs) notified by the Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and forms part of this Annual Report.

58. MANAGERIAL REMUNERATION:

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2021-22 was in accordance with the Nomination and Remuneration Policy of the Company.

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

59. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 31^st (Thirty First) Annual General Meeting of the Company, subject to such COVID-19 restrictions as may be imposed by the Government(s)

and/or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at [email protected].

60. ADDITIONAL INFORMATION:

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

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

The Audited Annual Financial Statements and related information of the Company''s Subsidiaries will be made available upon request. These documents will also be available for inspection. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary at [email protected].

The Subsidiary Companies'' Financial Statements are also available on the Company''s website https://www.godreiagrovet.com/investors/annual-reports, pursuant to the provisions of Section 136 of the Companies Act, 2013.

61. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"),

all the unpaid or unclaimed dividends are required to be transferred to the Investor Education and Protection Fund established by the Central Government ("IEPF Authority"), upon completion of 7 (Seven) years. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

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

62. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2021-22, as prescribed under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

63. CAUTIONARY STATEMENT:

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

64. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

For and on behalf of the Board of Directors of Godrej Agrovet LimitedNadir B. Godrej Chairman (DIN:00066195)

Date: May 9, 2022 Place: Mumbai

---

Mar 31, 2022

Your Company’s Directors have pleasure in presenting the Board’s Report along with the Audited Financial Statements for the Financial Year ended March 31,2022.

Review of Operations / Financial Summary

Your Company’s performance during the Financial Year as compared with that during the previous Financial Year is summarized below:

Particulars Revenue from Operations	('' Crore) 2021-22 3,339.60	('' Crore) 2020-21 1,855.53
Other Income	74.61	64.05
Total Income	3414.21	1919.58
Total Expenditure other than Finance Costs and	2,955.69	1,718.76
Depreciation and Amortisation
Profit before Finance Costs, Depreciation and	458.52	200.82
Amortisation
Depreciation and Amortisation	74.80	72.18
Profit before Finance Costs, exceptional items and Tax	383.72	128.64
Finance Costs (net)	363.90	237.51
Exceptional Item	(64.01)	1.27
Profit before Tax	(44.19)	(107.60)
Provision for Current Tax	-	-
Provision for Deferred Tax	-	(0.06)
Net Profit / (loss)	(44.19)	(107.54)
Surplus brought forward	444.47	552.01
Profit after Tax available for appropriation	400.28	444.47
Dividend on Equity Shares	-	-
Tax on Distributed Profit	-	-
Transfer to General Reserve	-	-
Surplus Carried Forward	400.28	444.47

Share Capital

The Paid-up Equity Share Capital as on March 31, 2022 was ''33,65,84,313/- (Rupees Thirty Three Crore Sixty Five Lakh Eighty Four Thousand Three Hundred Thirteen Only) divided into 33,65,84,313 (Thirty Three Crore Sixty Five Lakh Eighty Four Thousand Three Hundred Thirteen) Equity Shares of Face Value of ''1/-(Rupee One Only) each. During the Financial Year under review, your Company has allotted 59,215 (Fifty Nine Thousand Two Hundred Fifteen) Equity Shares of Face Value of ''1/- (Rupee One Only) each pursuant to exercise of Options by the employees of the Company under Godrej Industries Limited- Employee Stock Grant Scheme, 2011 (ESGS 2011).

Debentures

Your Company privately placed Non-Convertible Debentures of ''1,500 Crore (Rupees One Thousand Five Hundred Crore) [in 2 Tranches of ''750 Crore (Rupees Seven Hundred Fifty Crore) each] during the Financial Year 2021-22, which are listed on the Debt Segment of the National Stock Exchange of India Limited. Further, your Company is in compliance with the SEBI Circular having reference number SEBI/HO/DDHS/P/ CIR/2021/613 dated August 10, 2021.

As on March 31, 2022, your Company has outstanding in aggregate, Non-Convertible Debentures of ''3,000 Crore (Rupees Three Thousand Crore).

Dividend / Dividend Distribution Policy

Your Company has not declared Dividend for the Financial Year 2021-22. Further, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure A'' to this Report and the same is also made available on the website of the Company. The same can be accessed on http://www.godreiindustries. com/listing-compliance.aspx

Industry Structure and Development

The World Economic Outlook (WEO) update projects global growth to slow from an estimated 6.1% in 2021 to 3.6% in 2022 and 2023. The war in Ukraine has triggered a costly humanitarian crisis and at the same time the economic damage from the conflict will contribute to a significant slowdown in global growth in 2022 and add to inflation. Fuel and food prices have increased rapidly, hitting vulnerable populations in low-income countries hardest.

The rebound in Indian economic activity that took hold with the ebbing of the Omicron wave is turning out to be increasingly broad-based. Private consumption is regaining traction on the back of recuperating contactintensive services and rising discretionary spending. The forecast of a normal southwest monsoon in 2022 for the fourth successive year has brightened agricultural prospects and this should support rural consumption. There are also signs of an incipient revival taking place in the investment cycle. This is reflected in high-frequency indicators like imports and production of capital goods; rising capacity utilisation supported by conducive financial conditions; and stronger corporate balance sheets. Export growth has remained buoyant while persisting high growth in non-oil non-gold imports reflects a durable revival in domestic demand.

Even as the drivers of domestic economic activity are getting stronger, they face headwinds from global spillovers in the form of protracted and intensifying geopolitical tensions; elevated commodity prices; COVID-19 related lockdowns or restrictions in some major economies; slowing external demand; and tightening global financial conditions on the back of monetary policy normalisation in advanced economies.

Food price indices of the Food and Agriculture Organisation (FAO) and the World Bank touched historical highs in March and remain elevated. Spill-overs from global wheat shortages are impacting domestic prices, even though domestic supply remains comfortable. Prices of edible oils may firm up further due to export restrictions by key producing countries and the loss of sunflower oil output due to the war. Elevated feed costs are translating into escalation in poultry, milk and dairy product prices. International crude oil prices continue to hover above US$ 100 per barrel and this is prompting pass-through to domestic pump prices. The risks of unprecedented input cost pressures translating into yet another round of price increases for processed food, non-food manufactured products and services are now more potent than before.

While the outbreak of the COVID-19 pandemic adversely impacted the Real Estate sectorial performance during FY21 and partly in FY22 as well, high vaccination coverage coupled with low home loan interest rates and an increased desire to pursue home ownership is resulting in revival of its demand. We see marked improvement in the prospects of real estate as volume and pricing is witnessing an uptick across geographies. While commodity price inflation is a short term risk, we believe the improving dynamics of real estate will offset the headwind from rise in commodity prices. A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as a subsidiary of your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, we remain optimistic about the long-term prospects in real estate.

The demand for oleo-chemicals, which is sustainable and bio-based chemicals, is increasing as consumers become more aware about the environmental and cost benefits which oleo-chemicals can provide. Consumer preference in using eco-friendly biodegradable products in FMCG goods like detergents, soaps etc. is increasing. Fatty Acids, Fatty Alcohol, and Specialty Chemicals used by this segment is growing at a healthy rate. Demand for Fatty Acids in oil and gas sector has also increased. Consumer awareness and use of hygiene and cleansing product has increased during the pandemic and post pandemic period. This is helping surfactant and Specialty Chemicals demand. Demand of Glycerine from pharmaceutical sector looks good and its growth is driven by domestic consumption.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations, 2015 is appended as Annexure B'' to this Report.

Subsidiary and Associate Companies

GODREJ AGROVET LIMITED (GAVL)

The Financial Year 2021-22 was a strong financial year for GAVL in terms of top line growth with strengthening profitability. The team delivered a solid performance clocking its highest ever total income of ''8385.7 Crore in FY22, growing at 33% year-on-year. Consolidated profit before exceptional items and tax grew by 23.3% year-on-year. Most of GAVL’s businesses registered a strong volume growth with the exception of the Standalone Crop Protection segment. Growth in profitability was largely driven by Animal Feeds, Oil Palm Plantations and Astec LifeSciences, while Crop Protection and Food businesses reported a decline in operating margin.

Animal Feed Business:

FY22 was a year of strong comeback post Covid-induced demand disruption for Animal Feed business as volumes and revenues grew by 20.3% and 40.6% respectively as compared to the previous year. The robust double-digit growth in volumes was recorded in all four quarters on the back of new product launches and increasing market penetration. Overall, Animal Feeds segment registered a strong topline performance in FY22.

In terms of profitability, the entire feed industry was reeling under margin pressure in FY22. The industry witnessed unprecedented inflation in input commodities such as soymeal, maize, fishmeal and de-oiled ricebran cake etc. Sharp rise in soymeal prices in first half of the year was contained by government intervention such as approval for soymeal imports, imposing stock holding limits and ban on futures trading. However, prices for all major commodities surged again in Q4 owing to geo-political uncertainties in key agri-commodity producer economies in Eastern Europe. However, despite all these challenges Animal Feed segment results grew by 22.2% year-on-year basis supported by timely price hikes, realisation of R&D initiatives over the years and strategic stocking.

Crop Protection Business:

For domestic Crop Protection industry, FY22 was a very challenging year. Especially for herbicides players, the season was fraught with erratic and uneven monsoon as well as extreme weather events. Unusually dry August followed by heavy rains in September led to lower application opportunities for Crop Protection products in the Kharif season. In the second half of the year, higher emphasis was given on improving channel hygiene resulting in higher sales returns and increased provision for doubtful debts. Consequently, standalone segment revenues declined to ''544.9 Crores in FY22 from ''581.5 Crores in FY21. Nonetheless, focus on increasing the distribution reach of the in-house products by partnering with other major agrochemical players in the industry continued during the year. GAVL launched an insecticide under the brand name ‘Gracia’ during the year, extending in-licensing arrangement with Nissan Chemical Corporation, Japan.

Vegetable Oil Business:

FY22 was a remarkable year for Vegetable Oil Palm business with improvement in oil extraction ratio on the back of R&D initiatives and operational efficiencies. This coupled with record-high oil prices and

moderate increase in volumes resulted in strong growth in segment revenues and segment results. Segment revenues increased to ''1,264.8 Crore in FY22 from ''710 Crore in FY21, an increase of 78.1%. At the same time, segment results increased by 187.6% to ''240.8 Crore in FY22 from ''83.7 Crore in FY21.

Average prices for crude palm oil and palm kernel oil increased by 51% and 90% respectively as compared to the previous year. The sharp rise in palm oil prices could be attributed to several factors such as elevated crude oil prices, rising demand, supply chain disruptions from largest exporters Indonesia and Malaysia and uncertainties surrounding ongoing Russia-Ukraine war.

During the year, Oil Palm business reaped enormous benefits from the R&D initiatives implemented over the past few years. This was further aided by operational efficiencies achieved through changes in plant operations, improved procurement and quality grading processes. On ESG front, Oil Palm business have made satisfactory progress with entire energy requirements being generated inhouse and achieving net zero carbon emissions.

Review of Operations / State of Affairs of the Subsidiaries of GAVL:

Astec LifeSciences Limited (Astec):

GAVL''s agrochemical subsidiary, Astec LifeSciences Limited, recorded its best-ever performance till date as total income and profit before tax (excluding non-recurring and exceptional items) grew by 22.1% and 36% year-on-year in FY22, respectively. Geographically, exports were the main driver growing by 44.4% year-on-year while in terms of segment, growth was led by enterprise sales. During the year, Astec commissioned its new herbicide plant and remained on track to complete the state-of-the-art R&D facility by December 2023.

Additionally, Astec has started realising benefits from investment made in backward integration to diversify raw material sourcing and to reduce dependency on international markets. During the year, Astec commercialized two new CMO programs and a new production process for enterprise product. GAVL continues to hold 63.3% stake in Astec as on March 31, 2022.

Creamline Dairy Products Limited:

GAVL''s dairy subsidiary, Creamline Dairy Products Limited (“CDPL”), reported 13.8% year-on-year increase in segment income in FY22. The healthy growth in volumes and topline was led by higher market share gains in Curd, milk drinks and Ghee. CDPL maintained its focus on strengthening the market position, increasing the brand awareness and new products development. CDPL launched new variants of Jersey Recharge energy drink, fruit yogurt as well as Paneer and ghee. Overall, CDPL reaped benefits from continued efforts and strategic focus towards increasing salience of VAP category. Share of VAP in total volumes further increased to 29% in FY 2021-22 from 25% in the previous year.

However, CDPL''s profitability was impacted due to high inflationary pressure on milk procurement prices as well as fuel and packaging material costs. The sharp rise in input costs could not be transmitted as no price hike was taken by most of the regional players in its key markets in the first nine months of FY22. Although there was some pricing action in Q4 by major players, the increase was marginal and insufficient to absorb entire input cost inflation.

Godrej Tyson Foods Limited (GTFL):

FY22 was a year of mixed performance for GAVL''s subsidiary Godrej Tyson Foods Limited (“GTFL”). Favourable demand dynamics in Real Good Chicken (RGC) and live bird categories was offset by highly volatile live bird prices and elevated commodity inflation throughout the year.

Total income grew by 30.1% year-on-year driven by robust volume growth in Real Good Chicken (RGC) and live bird categories. RGC volumes grew by 61%, mainly led by QSR and Institutional sales. However, unprecedented rise in input costs, mainly soya, resulted in decline in profitability for the year. GTFL closed FY22 with segment results of ''5.3 Crore as compared to ''24.6 Crore in the previous year.

Godrej Maxximilk Private Limited:

During the year, GAVL completed acquisition of balance stake in Godrej Maxximilk Private Limited (“GMPL”) and infused additional investments to the tune of ''50 Crores. GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion. In FY22, GMPL reported a Loss Before Tax of ('' 9.77 Crore) as compared with a Loss Before Tax of (''8.14 Crore) in the previous year.

Joint Venture of GAVL:

ACI Godrej Agrovet Private Limited, Bangladesh:

Godrej Agrovet''s 50:50 joint venture with Advanced Chemical Industries Limited (ACI), Bangladesh, named ACI Godrej Agrovet Private Limited, recorded another year of outstanding performance. ACI posted strong growth in revenues by 24.5% year-on-year on account of robust volume growth across all segments, i.e., cattle, poultry and aqua feed.

GODREJ PROPERTIES LIMITED (GPL)

Overview of operations:

Godrej Properties Limited (GPL) achieved the highest sales in its history in FY22 in spite of the industry just recovering from pandemic. This was driven by innovative efforts across touch points, including an increased focus on digital sales, attractive product propositions and the customer trust. GPL achieved a sales volume of 10.8 million square feet and booking value of ''7,861 Crore in FY22, resulting in a growth of 17% Y-o-Y. This was the highest recorded booking value in the history of the Company. This was evenly distributed across its four key geographies, each delivering more than 1.5 million sq. ft. sales and sales value of more than ''1,500 Crore in three of its four focus markets. GPL launched 16 new projects/ phases in FY22, including Godrej Woods in Noida which clocked over ''1,650 Crore within a year of its launch. This was one of the most successful residential project launches ever for GPL. The new project launches were complemented by ''4,826 Crore of sustenance sales in FY22 which, again, was the highest ever for the Company.

GPL added six new projects with saleable potential of around 9.33 million sq. ft. to its portfolio during the year. This includes planned development in Wadala in MMR (1.6 million sq. feet), Sarjapur 5 and Bannerghatta Road in Bangalore (4.9 million sq. feet), Pimpri-Chinchwad in Pune (1.70 million sq. feet), Sonipat and Connaught Place in NCR (1.13 million sq. feet).

On the operational front, GPL successfully delivered 6.4 million sq.ft across projects. With this, GPL has now successfully delivered over 24 million sq. ft. in last five years. The Company''s delivery record

demonstrates that it can operate at a large scale and keep pace with accelerating sales. Godrej Properties focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardization.

GPL focuses on excellence, agility, sustainability, employee wellness and Corporate Social Responsibility. GPL has been featured among the top 50 companies listed by the Great Places to Work Institute (in partnership with The Economic Times) on four consecutive occasions. GPL, among the most respected real estate developers in India, has received 114 awards in FY 22, highest ever for the Company.

Some accolades include ‘India''s Top Builder'' (Gold Award) at the 16th Construction World Architect and Builder Awards 2021, ‘Brand Leadership'' (Gold Award) by Track2Realty BrandXReport'' 2020-21, Winner - Residential Project Developer (Non-Metro) at the Economic Times Real Estate Awards - EAST.

The operations of the Company improved significantly on receipt of occupation certificate in Godrej Wood, Godrej Retreat and other projects. For the financial year under review, on consolidated basis, GPL''s total income stood at ''2,397 Crore, EBITDA was ''714 Crore and Net Profit of ''352 Crore.

Prospects and outlook:

While outbreak of the COVID-19 pandemic adversely impacted the sectorial performance during FY21 and partly in FY22 as well, high vaccination coverage coupled with low home loan interest rates and an increased desire to pursue home ownership is resulting in revival of demand. GPL saw marked improvement in the prospects of real estate as volume and pricing is witnessing an uptick across geographies. While commodity price inflation is a short term risk, GPL believes the improving dynamics of real estate will offset the headwind from rise in commodity prices.

A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, GPL remains optimistic about the long-term prospects in real estate. Operational momentum of GPL is likely to be sustained by its healthy Balance Sheet and robust project pipeline. GPL is poised for a high growth trajectory with a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities.

GPL will focus on opportunistic growth in the current environment to create a healthy project pipeline. While continuing its focus on the four key markets of Mumbai, National Capital Region, Bengaluru and Pune, the Company is now also looking to enter peripheral markets through plotted developments. When evaluating new projects, GPL will continue to seek superior long-term shareholder value growth by maximizing returns through optimal financing and fiscal discipline. GPL shall seek to drive profitability, improve customer experience and adopt digital technologies. GPL will enhance process agility to reduce project launch turnaround times.

GODREJ CONSUMER PRODUCTS LIMITED (GCPL)

Godrej Consumer Products Limited (GCPL) is a leading emerging markets company. As part of the 125-year young Godrej Group, the Company is fortunate to have a proud legacy built on the strong values of trust, integrity and respect for others. At the same time, it is growing fast and has exciting, ambitious aspirations.

GCPL ranks among the largest household insecticide, air care and hair care players in emerging markets of India, Indonesia and Africa. In household insecticides, it is the leader in India, the second largest

player in Indonesia and is expanding its footprint in Africa. GCPL is also the leader in serving the hair care needs of women of African descent, the number one player in hair colour in India and Sub-Saharan Africa, and among the leading players in Latin America. It ranks number two in soaps in India and is the number one player in air fresheners and wet tissues in Indonesia.

GCPL is confident that with its clear strategic focus, differentiated product portfolio, superior execution and top-notch team, it will continue to deliver industry-leading results in the future.

GODREJ CAPITAL LIMITED (GCL)

Godrej Capital Limited (GCL), a subsidiary of your Company, is a Non-Banking Finance Company - Core Investment Company (NBFC-CIC) (exempt from registration). During the year with approval of Reserve Bank of India (RBI), GCL acquired Godrej Housing Finance Limited (GHFL), a Non-Banking Finance Company - Housing Finance Company and Godrej Finance Limited (GFL), a Non-Banking Finance Company. The consolidated Total Income of GCL for FY 2021-22 was ''5,486.26 Lakh as compared to ''0.30 Lakh in the previous year.

Other Subsidiaries

Godrej International Limited (GINL) is incorporated in the Isle of Man and is a wholly owned subsidiary of the Company.

Godrej International Trading & Investments Pte. Ltd. (GITI) is registered and located in Singapore and trades in palm and soya oil as well as in by products.

Financial Year 2021-22 was dominated by high prices for all vegetable oils.

Palm oil prices reached historic highs on the back of lower production in Malaysia and high Export Taxes levied by Indonesia. Drought in the Canadian Prairies and later in South America also led to lower oilseed crops. The Biden White House poured fuel over the high prices by propagating its Green Agenda centred

on bio-fuels and 100% renewable diesel. Side by side there were Supply Chain disruptions resulting in nonavailability of containers and massive delays in transit time. Our companies were able to capitalise on our Supply Chain strengths and score competitive advantage as a result.

Overall our companies enjoyed good profitability and also managed the supply of essential raw materials to our FMCG and our Oleo-Chemicals business in a very satisfactory manner.

Financial Position

The Net Debt Position at the end of the Financial Year stands at ''5,246 Crore as compared to ''2,963 Crore in the previous year. The Net debt equity ratio is 3.54 as compared to 1.94 in the previous year.

Your Company continues to hold the topmost rating of [ICRA] A1 from ICRA for its commercial paper program (''2,000 Crore) (previous year ''1,500 Crore). ICRA has reaffirmed an [ICRA] A1 rating for its short term debt instruments / other banking facilities (''800 Crore) (previous year ''800 Crore). This rating of ICRA represents highest-credit quality carrying lowest credit risk. ICRA also reaffirmed [ICRA]AA rating with stable outlook for long-term debt, working capital and other banking facilities ('' 1,340 Crore) (previous year ''1,340 Crore). In addition to the ICRA''s rating for commercial paper programme, CRISIL has also assigned a rating of “CRISIL A1 ” to the commercial paper programme of ''2,000 Crore (previous year ''1,500 Crore). Instruments with these ratings are considered to have very strong degree of safety regarding timely payment of financial obligations. For the Non-Convertible Debentures (NCD) programme of ''3,000 Crore (previous year ''3,000 Crore) CRISIL has assigned “CRISIL AA” and ICRA has assigned “ICRA AA” with stable outlook.

Report on Performance and Financial Position of Subsidiary Companies:

Report on Performance and Financial Position of each of the Subsidiaries, Associates, Joint Venture companies in Form AOC-1, forms a part of the Consolidated Financial Statements.

Loans, Guarantees & Investments

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments by the Company under the aforesaid provisions during the Financial Year 2021-22 have been provided in the Notes to the Standalone Financial Statements.

Related Party Transactions

In compliance with the Listing Regulations, the Company has a policy on Materiality of Related Party Transactions and dealing with Related Party Transactions (RPT Policy). The RPT Policy can be accessed on the website of the Company, viz. http://www.godreiindustries.com/listing- compliance.aspx.

All Related Party Transactions entered into by your Company during the Financial Year 2021-22 were on an arm''s length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company. Requisite prior approval of the Audit Committee of the Board of Directors was obtained for Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Section 134(3) (h) and Section 188 of the Companies Act, 2013 read with the Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Attention of Members is also drawn to the disclosure of transactions with related parties set out in Note No.41 of Standalone Financial Statements, forming part of the Annual Report. None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company. Further, the Company has not entered into any transactions with any person or entity belonging to the promoter/promoter group

which hold(s) 10% or more shareholding in the Company during the Financial Year 2021-22. Manufacturing Facilities

Your Company has manufacturing units at Ambernath, Valia, Wadala and Dombivili.

Both Valia and Ambernath factory are currently certified as per latest ISO standards, i.e., ISO 9001:2015 (QMS), ISO 14001:2015 (EMS) and ISO 45001:2018 (OH&S). Valia is also ISO 50001:2018 (EnMS) certified.

Ambernath completed IATF (Automotive certification for tyre industries) and responsible care certification whereas Valia become first chemical manufacturing company in India to receive Platinum rating in Green Co Audit by CII. Both the units are compliant on SMETA 4.0 Pillar and are certified by BVQI. The units are audited on- Labour Standards, Health and Safety, Environment and Business Ethics. Currently, both units are under reassessment at Ecovadis platform.

Ambernath plant is also certified with ISO 22716:2007 for COSMETIC- GOOD MANUFACTURING PRACTICES (GMP). The site is also certified with FOOD SAFETY SYSTEM CERTIFICATION 22000 for refined glycerine manufacturing.

Majority of our C16-C18 alcohol grades are covered under COSMOS certification. The certification helps labelling the product as natural or organic. Majority of the finished products at both locations are Kosher certified, HALAL certified and some are also REACH registered to meet the EU regulation.

In new product domain, the unit has started commercial production for Coco Betaine, & Glyceryl Mono Oleate. Ginophos CD & Biogod are also in pipeline for commercialisation.

We have completed gate-to-gate life cycle assessments for the surfactant product Alpha Olefin Sulfonate both at Ambernath & Valia.

The Company is also a member of RSPO (Roundtable for Sustainable Palm Oil), Action of Sustainable Derivative (ASD) and a respondent of Climate Change, Water Security and Forest- Palm Oil Discloser in CDP.

This year we have committed for Science Based Target (SBTi) and in first quarter of next financial year, we would be publically publishing our target and roadmap.

The Dombivali unit has flexibility of producing multiple value added products, mainly fatty esters and amide, used in personal and home care products.

Research and Development (R&D)

During the year under consideration, R&D has continued its progress & innovations quest in the processes / product ranges and also came up with many new concept ingredients with applications in Home, Personal care, Oil & Gas industry, Metal Working Fluids thus securing newer avenues and customers for existing as well as new product ranges. Polymeric quaternary compound was a new area for hair & personal care and we successfully introduced our first commercial ingredient in this category.

In the new products category, R&D continues its efforts in developing improved and customized specialty mild surfactants, bio-surfactants and home & personal care ingredients and their blends, mainly through in house process development. Similarly, a patented anti dandruff ingredient based on Biogod was launched, after taking a global patent for it. It could easily replace the existing chemical ingredient ZPTO, which is getting phased out slowly. In many new formulations we are trying to develop, a strategy of keeping 2 ingredients from our NPD portfolio is being followed to keep or prohibiting the competitors away.

We also are working on the sulphate free mild surfactant formulations which are in good demand, Green preservatives, Animal nutrition ingredients based on our Biogod and Glycerides range, and also working on some futuristic technologies for producing Bioplastics.

Human Resource Development and Industrial Relations

During the year under review, industrial relations at all plant locations remained harmonious.

On the Human Resource Development front, many proactive measures were taken to ensure that our employees have a conducive environment to perform at their best. Employees were provided with innovative platforms to learn and grow, by leveraging both digital and classroom modes. At the same time health and wellbeing was given highest priority. Free vaccination drive for COVID was conducted not just for employees but also for their families and support staff. This ensured business continuity and enhanced employee experience. There was special emphasis on leadership connect and communication throughout the year which enabled cross-pollination of ideas and rich feedback and insights on culture. Further employees were duly recognized and appreciated in various forums for their contributions to the organization. Thus all round efforts were made to drive employee motivation and performance which in turn translated into excellent business performance.

The total number of persons employed in your Company as on March 31, 2022 were 1,069.

Business Responsibility Report

The Business Responsibility Report highlighting your Company''s sustainability initiatives is appended as Annexure C''. This Report describes the initiatives taken by the Company from an environment, social and governance perspective.

Employee Stock Grant Scheme 2011 (ESGS)

The details of the grants allotted under Godrej Industries Limited - Employee Stock Grant Scheme, 2011 (ESGS 2011), as also the disclosures in compliance with the Securities and Exchange Board of India (Share Based Employees Benefits and Sweat Equity) Regulations, 2021, have been uploaded on the website of the Company at www.godreiindustries.com.

The Nomination and Remuneration Committee of the Board of Directors administers and monitors the ESGS 2011. The Board of Directors confirm that the ESGS 2011 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members. The Board further confirms that there have been no changes in the ESGS 2011 Scheme during the Financial Year 2021-22. The Certificate, obtained from M/s. A.N. Ramani & Co, Practising Company Secretary in this regard, shall be kept open for inspection by the Members at / during the ensuing 34^th (Thirty Fourth) Annual General Meeting.

Fixed Deposits

The details of deposits covered under Chapter V of the Companies Act, 2013, i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2021-22 are as follows:

Sr. No.	Particulars	Details ('' Crore)
(i)	Deposits accepted during the Year	Nil
(ii)	Deposits remained unpaid or unclaimed during the Year:
	Matured Deposits with the Company	0.13
(iii)	Whether there has been any default in repayment of deposits or payment of interest thereon during the Year and if so, number of such cases and total amount involved:
	a. At the beginning of the Year:	Nil
	b. Maximum during the Year:	NIl
	c. At the end of the Year:	Nil
(iv)	Details of deposits which are not in compliance with the requirements of Schedule V of
	the Companies Act	Nil

Your Company is currently not accepting public deposits and has not accepted any deposits from its Directors during the Financial Year 2021-22.

Directors

(a) Chairman Emeritus and Managing Director

During the year under review, Mr. Adi Godrej, Chairman and Non-Executive Director (DIN: 00065964) retired from directorship and stepped down as the Chairman of the Company with effect from close of business hours on September 30, 2021. The Nomination and Remuneration Committee and the Board of Directors of the Company approved his appointment as the “Chairman Emeritus” of the Company with effect from October 1, 2021. Further, the Nomination and Remuneration Committee and the Board of Directors designated Mr. Nadir Godrej (DIN:00066195) as the “Chairman and Managing Director” of the Company with effect from October 1, 2021.

(b) Re-appointment of Whole Time Directors

During the year under review, Ms. Tanya Dubash (DIN: 00026028) was re-appointed as the “Executive Director and Chief Brand Officer” for a period of 3 (three) years starting from April 1,2022 upto March 31, 2025 and Mr. Nitin Nabar (DIN: 06521655) was re-appointed as the “Executive Director and President (Chemicals)” for a period of 2 (two) years 1 (one) month starting from April 1, 2022 upto April 30, 2024, at the 33^rd (Thirty Third) Annual General Meeting (AGM) of the Shareholders of the Company.

Further, upon recommendation of the Nomination and Remuneration Committee of the Board of Directors and as approved by the Board of Directors at their Meetings held on May 26, 2022 and May 27, 2022, respectively, Mr. Nadir Godrej (DIN: 00066195) has been re-appointed as the Managing Director (designated as the “Chairman and Managing Director” of the Company) for a period of 3 (three) years starting from April 1, 2023 to March 31, 2026, subject to approval of the Members at the 34^th (Thirty Fourth) Annual General Meeting (AGM).

(c) Appointment / Resignation / Cessation of tenure of Independent Directors

The Shareholders of the Company at the 33^rd (Thirty Third) Annual General Meeting held on August 13, 2021 approved appointment of below Independent Directors:

1. Ms. Shweta Bhatia (DIN: 03164394) for a term of 5 (five) years starting from October 28, 2020 upto October

27, 2025;

2. Mr. Sandeep Murthy (DIN: 00591165) for a term of 5 (five) years starting from March 1,2021 upto February

28, 2026; and

3. Mr. Ajaykumar Vaghani (DIN: 00186764) for a term of 5 (five) years starting from June 23, 2021 upto June 22, 2026.

(d) Appointment / Resignation of Non-Executive Directors

During the year under review, Mr. Kavas Petigara (DIN: 00066162) Non-Executive Independent Director and Mr. Vijay Crishna (DIN: 00066267), Non-Executive Non-Independent Director of the Company tendered their resignations from the directorship of the Company with effect from close of business hours on April 1, 2021 and November 8, 2021, respectively.

Further, upon recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors on May 21, 2021, Mr. Pirojsha Godrej (DIN: 00432983) has been appointed as the “Additional Director (Non-Executive Director)” on the Board of Directors of your Company with effect from April 1, 2022, liable to retire by rotation. Necessary resolution for regularisation of his designation from Additional Director to “Director” is being moved through Postal Ballot for the approval of the Shareholders, the results of which will be declared on or before July 1, 2022.

(e) Director liable to retire by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company''s Articles of Association, Ms. Tanya Dubash (DIN: 00026028) Director of the Company is liable to retire by rotation at the ensuing 34^th (Thirty Fourth) AGM, and being eligible, has offered herself for re-appointment.

(f) Resolutions to be passed at the ensuing AGM

Appropriate resolutions for re-appointment of Mr. Nadir Godrej as the “Chairman and Managing Director” and for re-appointment of Ms. Tanya Dubash as the Director of the Company liable to retire by rotation, are being moved at the ensuing 34^th (Thirty Fourth) AGM, which the Board recommends for approval of Shareholders.

(g) Composition of Board of Directors

As on the date of this Board''s Report, i.e., as on May 27, 2022 your Company''s Board of Directors comprises of the following Directors:

Name of the Director	Director Identification Number (DIN)	Category
Mr. Nadir Godrej	00066195	Chairman & Managing Director
Mr. Jamshyd Godrej	00076250	Non-Executive Non-Independent Director
Mr. Pirojsha Godrej	00432983	Additional Director (Non-Executive NonIndependent Director)
Ms. Tanya Dubash	00026028	Executive Director & Chief Brand Officer
Mr. Nitin Nabar	06521655	Executive Director & President (Chemicals)
Mr. Mathew Eipe	00027780	Non-Executive Independent Director
Dr. Ganapati Yadav	02235661	Non-Executive Independent Director
Ms. Monaz Noble	03086192	Non-Executive Independent Director
Ms. Shweta Bhatia	03164394	Non-Executive Independent Director
Mr. Sandeep Murthy	00591165	Non-Executive Independent Director
Mr. Ajaykumar Vaghani	00186764	Non-Executive Independent Director

(h) Declaration of Independence from Independent Directors

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of provisions of Section 134(3)(d) of the Companies Act, 2013, the Board of Directors of your Company have taken note of these declarations of independence received from all the Independent Directors and have undertaken due assessment of the veracity of the same. The Board of Directors is of the opinion that the Independent Directors of your Company possess requisite qualifications, experience, expertise (including proficiency) and they hold the highest standards of integrity that enables them to discharge their duties as the Independent Directors of your Company. Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.

(i) Board Meetings

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

4 (Four) Meetings of the Board of Directors were held during the Financial Year 2021-22 (i.e. on May 21, 2021, August 13, 2021, November 13, 2021, February 11, 2022). The maximum gap between two Board Meetings did not exceed 120 (One Hundred and Twenty) days. The details of Board Meetings and the attendance record of the Directors are provided in the Report on Corporate Governance section of the Annual Report. All the Board Meetings during the year were conducted through Video Conferencing.

(j) Performance Evaluation of the Board of Directors, its individual members, and its Committees

In terms with the Policy for Evaluation of the Performance of the Board of Directors of the Company, we conducted a formal Board Effectiveness Review, as part of our efforts to evaluate the performance of our Board and identify areas that need improvement, in order to enhance the effectiveness of the Board, its Committees, and Individual Directors. This was in line with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Chairperson and the Nomination and Remuneration Committee of the Board to design and execute this process. It was later adopted by the Board. Each Board Member completed a confidential online questionnaire, sharing vital feedback on how the Board currently operates and how its effectiveness could be improved. The survey comprised of below sections and compiled feedback and suggestions on:

• Board Processes (including Board composition, strategic orientation and team dynamics);

• Individual Committees;

• Individual Board Members;

• the Chairman and

• Declaration of independence from Independent Directors

The criteria for Board processes included Board composition, strategic orientation and team dynamics. Evaluation of each of the Board Committees covered whether they have well-defined objectives, the correct composition, and whether they achieved their objectives. The criteria for Individual Board Members included skills, experience, level of preparedness, attendance, extent of contribution to Board debates and discussion, and how each Director leveraged their expertise and networks to meaningfully contribute to the Company. The criteria for the Chairperson''s evaluation included leadership style and conduct of Board Meetings.

The following reports were created as part of the evaluation:

• Board Feedback Report;

• Individual Board Member Feedback Report;

• Chairman''s Feedback Report

Further, the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The overall Board Feedback Report was facilitated by Mr. Nadir Godrej, Chairman with Independent Directors. Feedback from the Committees and Individual Board Members was shared separately with the Chairman and the Directors. Following the evaluation, Feedback Reports were compiled.

(k) Nomination and Remuneration Policy:

The Company''s Nomination and Remuneration Policy for Directors, Key Managerial Personnel, and other employees can be accessed on the Company''s website at http://www.godreiindustries.com/listing-compliance.aspx. The Company''s total rewards framework aims at holistically using elements such as fixed and variable compensation, long-term incentives, benefits and perquisites, and non-compensation elements (career development, work-life balance, and recognition). The Non-Executive Directors receive sitting fees and Independent Directors receive commission in accordance with the provisions of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee, the Board had framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Board Appointment Policy are stated below:

Board Appointment Policy - Godrej Industries Limited (the “Company”)

The Company is committed to equality of opportunity in all aspects of its business and does not discriminate on the grounds of nationality, race, colour, religion, caste, gender, gender identity or expression, sexual orientation, disability, age or marital status.

The Company recognises merit and continuously seeks to enhance the effectiveness of its Board. The Company believes that for effective corporate governance, it is important that the Board has the appropriate balance of skills, experience and diversity of perspectives.

Board appointments will be made on merit basis and candidates will be considered against objective criteria with due regard for the benefits of diversity on the Board. The Board believes that such merit-based appointments will best enable the Company to serve its stakeholders.

The Board will review this Policy on a regular basis to ensure its effectiveness.

Talent Management and Succession Planning

Your Company has a talent management process in place with an objective of developing a robust talent pipeline for the organisation which includes the senior leadership team.

As part of our Talent Management Process called Total Talent Management, we identify critical positions and assess the succession coverage for them annually. During this process, we also review the supply of talent, identify high potential employees and plan talent actions to meet the organization''s talent objectives. We continue to deploy leadership development initiatives to build succession for key roles.

Total Rewards Philosophy

The policy of your Company on director''s appointment and remuneration of the Directors, Key Managerial Personnel and other employees including criteria for determining qualifications, positive attributes, independence of a director, is stated below:

TOTAL REWARDS PHILOSOPHY GODREJ INDUSTRIES LIMITED (the “Company”)

Our Total Rewards Framework aims at holistically utilising elements such as fixed and variable compensation, long-term incentives, benefits and perquisites and non-compensation elements (career development, work life balance and recognition).

Highlights

The rewards framework offers flexibility to customise different elements, on the basis of need. It is also integrated with our performance and talent management processes and is designed to ensure sharply differentiated rewards for our best performers.

The total compensation for a given position is influenced by three factors: position, performance and potential. As a broad principle, for our high performers and potential employees, we strive to deliver total compensation above 75^th percentile of the market.

Total Compensation

The total compensation has three components:

1. ‘Fixed Compensation'' comprises of basic salary and retirement benefits, like provident fund and gratuity.

2. ‘Flexible Compensation'' is a fixed pre-determined component of the compensation.

3. ‘Variable Compensation (Performance Linked Variable Remuneration)'' rewards one for delivering superior business results and individual performance. It is designed to provide a significant upside earning potential without cap for over-achieving business results. It has a ‘Collective'' component, which is linked to the achievement of specified business results, measured by relevant metrics, relative to the target set for the given financial year and an ‘Individual'' component, based on the performance, as measured by the performance management process.

Long Term Incentives (Employee Stock Grant Scheme)

This scheme aims at driving a culture of ownership and focus on long-term results. It is applicable to senior managers. Under this scheme, performance based stock grants are awarded on the basis of performance.

(l) Familiarisation Programmes

Familiarisation programme for the Independent Directors was conducted during the Financial Year 202122. Apart from this, business presentations were made by the Management to the Independent Directors. The details of familiarization programmes pursuant to Regulation 25(7) of the Listing Regulations is uploaded on the Company''s website, viz. http://www.godreiindustries.com/listing-compliance.aspx.

Key Managerial Personnel

There have been no changes in the Key Managerial Personnel of the Company during the Financial Year 2021-22.

Details of Directors / Key Managerial Personnel who were appointed or have resigned during the Financial Year 2021-22

Name of the Director	Date of appointment / resignation
Mr. Adi Godrej	Retired from directorship with effect from close of business hours on September 30, 2021 and appointed as the “Chairman Emeritus” of the Company with effect from October 1,2021.
Mr. Nadir Godrej	Designated as “Chairman and Managing Director” with effect from October 1,2021
Ms. Tanya Dubash	Re-appointed as “Executive Director and Chief Brand Officer” for a period of 3 (three) years with effect from April 1,2022 to March 31,2025
Mr. Nitin Nabar	Re-appointed as “Executive Director and President (Chemicals)” for a period of 2 (two) years and 1 (one) month with effect from April 1,2022 to April 30, 2024
Mr. Ajaykumar Vaghani	Appointed as “Independent Director” for a term of 5 (five) years with effect from June 23, 2021 upto June 22, 2026
Mr. Vijay Crishna	Resigned from directorship with effect from November 8, 2021

Auditors and Auditors'' Report Statutory Auditors

M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) were appointed as the Statutory Auditors of the Company at the 29^th (Twenty Ninth) Annual General Meeting (AGM) of the Members held on August 11, 2017, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit And Auditors) Rules, 2014, for a term of 5 (Five) years, to hold office from the conclusion of the 29^th (Twenty Ninth) AGM, till the conclusion of the 34^th (Thirty Fourth) AGM, on a remuneration as may be decided by the Board of Directors. Accordingly, their tenure as Statutory Auditors of the Company shall end upon conclusion of the ensuing 34^th (Thirty Fourth) AGM.

The Statutory Auditor''s Report on the Financial Statements for the Financial Year ended on March 31,2022 does not contain any qualification, reservation, adverse remark or disclaimer.

The Audit Committee and the Board of Directors at their Meetings held on May 27, 2022 have approved appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No: 104607W/ W100166) as the Statutory Auditors of the Company to hold office from the conclusion of the 34^th (Thirty Fourth) AGM, till the conclusion of the 39^th (Thirty Ninth) AGM, at a remuneration as may be decided by the Board of Directors, subject to approval of the Shareholders of the Company at the ensuing 34^th (Thirty Fourth) AGM. Necessary resolution for appointment of the Statutory Auditors is being moved at the ensuing AGM.

Cost Auditors

M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 000010) were appointed by the Board of Directors as the Cost Auditors of the Company for all the applicable products pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, for the Financial Year 2021-22. They are required to submit the report within 180 (One Hundred and Eighty) days from the end of the accounting year.

Further, upon recommendation of the Audit Committee, the Board of Directors at their Meetings held on May 27, 2022 have approved re-appointment of M/s. R. Nanabhoy & Co., Cost Accountants, being eligible, as the Cost Auditors of the Company for the Financial Year 2022-23 at a remuneration of ''4,03,000/- (Rupees Four Lakh Three Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses, subject to ratification of the said remuneration by the Members at the ensuing 34^th (Thirty Fourth) Annual

General Meeting pursuant to Section 148 of the Companies Act, 2013.

The Company has maintained the necessary accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 pertaining to Cost Audit.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company''s Board of Directors had appointed M/s. A. N. Ramani & Co., Practicing Company Secretaries (Firm Registration No. P2003MH000900), to conduct Secretarial Audit of the Company for the Financial Year 2021-22.

The Secretarial Audit Report issued by M/s. A. N. Ramami & Co., Secretarial Auditors for the Financial Year ended March 31, 2022 is annexed herewith marked as Annexure D'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Vigil Mechanism / Whistle Blower Policy

Your Company is focused to ensure that integrity and ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical behavior. Your Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. This initiative was taken to encourage employees to report irregularities in operations, besides complying with the statutory requirements under Companies Act, 2013. All employees of the Company can avail this mechanism. If the whistle blower is not satisfied with the actions taken, necessary steps to escalate the same can be taken. Through the process, the mechanism considers and extends complete protection to the whistle blower and direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Committees of Board of Directors

(a) Audit Committee

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Listing Regulations, your Company has constituted an Audit Committee of the Board of Directors.

The composition of the Audit Committee during the Financial Year 2021-22 was as under:

Name of the Member	Designation
Mr. Mathew Eipe	Chairman (Independent Director)*
Mr. Nitin Nabar	Member (Executive Director & President - Chemicals)
Ms. Monaz Noble	Member (Independent Director)
Dr. Ganapati Yadav	Member (Independent Director)#
Mr. Sandeep Murthy	Member (Independent Director)#

*iAppointed as Chairman with effect from April 1, 2021 #Appointed as Member with effect from April 1, 2021

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. All observations and recommendations made by the Audit Committee to the Board of Directors, were duly noted and accepted by the Board.

4 (Four) Meetings of the Audit Committee were held during the Financial Year 2021-22 (i.e., May 21, 2021, August 13, 2021, November 13, 2021 and February 11, 2022).

(b) Risk Management Committee

Pursuant to the provisions of Regulation 21 of Listing Regulations, your Company has constituted a Risk Management Committee of the Board of Directors.

The composition of the Risk Management Committee during the Financial Year 2021-22 was as under. The Risk Management Committee was further re-constituted with effect from February 11, 2022, details are as below:

Name of the Member	Designation
Mr. Nadir Godrej	Chairman (Chairman & Managing Director)
Ms. Tanya Dubash	Member (Executive Director & Chief Brand Officer)*
Mr. Nitin Nabar	Member [Executive Director & President (Chemicals)]
Mr. Mathew Eipe	Member (Independent Director)@
Dr. Ganapati Yadav	Member (Independent Director)#

* Member upto February 11, 2022

@Appointed as Member with effect from April 1, 2021

# Appointed as Member with effect from May 21, 2021

3 (Three) Meetings of the Risk Management Committee were held during the Financial Year 2021-22 (i.e., August 13, 2021, November 13, 2021 and February 11, 2022).

The Risk Management Committee consists of the Managing Director, Whole Time Director, Independent Directors and Chief Financial Officer. The Committee identifies, evaluates business risks and opportunities. This Committee has formulated and implemented a policy on risk management to ensure that the Company''s reporting system is reliable and that the Company complies with relevant laws and regulations. The Board of Directors of your Company are of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

(c) Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee of the Board of Directors.

The composition of the Corporate Social Responsibility Committee during the Financial Year 2021-22 was as under.

Name of the Member	Designation
Mr. Nadir Godrej	Chairman (Chairman & Managing Director)
Ms. Tanya Dubash	Member (Executive Director & Chief Brand Officer)
Mr. Nitin Nabar	Member [Executive Director & President (Chemicals)]
Mr. Mathew Eipe	Member (Independent Director)@

@Appointed as Member with effect from April 1, 2021

1 (One) Meeting of the Corporate Social Responsibility Committee was held during the Financial Year 202122 (i.e. on February 1 1, 2022).

Areas of CSR Expenditure:

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

Your Company has amended the CSR Policy with effect from November 13, 2021. The CSR Policy of your Company is available on the website of the Company viz. www.godreiindustries.com.

Amount of CSR Spending and Annual Report on CSR Activities:

During the Financial Year 2021-22, your Company was not required to spend towards CSR activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Annual Report on CSR Activities of your Company for the Financial Year 2021-22, is annexed herewith as “Annexure E”.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. The Board of Directors of your Company has constituted Internal Complaints Committees (ICCs) at Head Office as well as regional levels pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has formulated and circulated to all the employees, Anti Sexual Harassment Policy for prevention of sexual harassment at workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment. Since there were no complaints received by the ICCs during the calendar year 2022, the Committee filed a ‘NIL'' complaints report with the concerned authority(ies), in compliance with Section 22 of the aforementioned act.

Directors'' Responsibility Statement

The Board of Directors have laid down Internal Financial Controls within the meaning of the explanation to Section 134(5)(e) (“IFC”) of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and will evolve over time as the business, technology and possibly even fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There might therefore be gaps in the IFC as Business evolves. Your Company has a process in place to continuously identify such gaps and implement newer and / or improved controls wherever the effect of such gaps might have a material effect on the Company''s operations.

Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company, based on the representation received from the Operating Management and after due enquiry confirm the following:

a) In the preparation of the annual accounts for the Financial Year 2021-22, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e. March 31,2022) and of the profit and loss of the Company for that period (i.e. the Financial Year 2021-22);

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2022 on a going concern basis;

e) The Directors have laid down Internal Financial Controls to be followed by the Company and such

internal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance of all laws applicable to the Company and such systems are adequate and operating effectively.

Corporate Governance

As required by the existing Regulation 34(3) read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is included in the Annual Report.

M/s. A. N. Ramani & Co., Practicing Company Secretaries have certified the Company''s compliance of the requirements of Corporate Governance in terms of Regulation 34(3) read with Schedule V of the Listing Regulation and their compliance certificate is annexed to the Report on Corporate Governance.

Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo

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

Annual Return

In compliance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as per Section 92(3) of the Companies Act, 2013 has been hosted on the website of the Company, viz. www.godreiindustries.com.

Managerial Remuneration and Remuneration Particulars of Employees

The remuneration paid to Directors and Key Managerial Personnel and the employees of the Company during the Financial Year 2021-22 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ‘Annexure G'' to this Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company are available to Shareholders for inspection on request. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, on [email protected], whereupon a copy would be sent.

Material changes and commitments since the Financial Year end

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the March 31, 2022 and the date of this Boards'' Report (i.e. May 27, 2022).

Fraud Reporting

There have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

Corporate Restructuring:

Engaging in financial services business

Your Company had acquired stake in Godrej Capital Limited (formerly known as Pyxis Holdings Limited) during FY 2021-22 and the said company is a subsidiary of the Company. In terms of the approvals received from the Reserve Bank of India for the change in control of Godrej Finance Limited (formerly known as Ensemble Holdings and Finance Limited) and Godrej Housing Finance Limited on June 2, 2021 and July 10, 2021, respectively; on August 23, 2021, Godrej Capital Limited acquired 95% stake of Godrej Housing Finance Limited. Further, Godrej Capital Limited acquired 100% stake of Godrej Finance Limited from your Company. Accordingly, Godrej Finance Limited ceased to be a direct wholly owned subsidiary of your Company and it became a step-down subsidiary of your Company. Thus, Godrej Capital Limited became the immediate holding company for Godrej Housing Finance Limited and Godrej Finance Limited.

Policies of the Company

Listing Regulations have mandated the formulation of certain policies for all listed companies. As per provisions of Listing Regulations, certain Policies are hosted on the Company''s website viz; www.godreiindustries.com.

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

Name of the Policy	Brief Particulars of the Policy
Risk Management Policy	The Company has in place, a Risk Management Policy which is framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks.
Corporate Social Responsibility Policy	The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the Board and the Board has approved a Corporate Social Responsibility Policy (CSR Policy), which outlines the Company''s strategy to bring about a positive impact on society through various CSR activities and programmes.
Policy for determining Material Subsidiaries	This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1) (c) and Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has the following Material Subsidiaries as on March 31, 2022: 1) Godrej Properties Limited (Listed Subsidiary) 2) Godrej Agrovet Limited (Listed Subsidiary)
Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
Whistle Blower Policy / Vigil Mechanism	Your Company has a Vigil Mechanism / Whistle Blower Policy which provides adequate safeguards against victimization of persons who use Whistle Blower mechanism and make provision for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
Anti-Sexual Harassment Policy	Your Company has in place an Anti Sexual Harassment Policy, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction	This Policy regulates all transactions between the Company and its Related Parties.
Code of Conduct for the Board of Directors and Senior Management Personnel	Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed.
Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

Name of the Policy	Brief Particulars of the Policy
Policy on Criteria for determining Materiality of Events	This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of Regulation 30 of the Listing Regulations.
Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, your Company is required to disclose on its website, all such events or information which have been disclosed to the Stock Exchanges where the securities of the Company are listed. Further, such disclosures shall be hosted on the website of the Company for a minimum period of 5 (five) years and thereafter as per Archival Policy of the Company.
Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect.
Disclosures as per the Companies (Accounts) Rules, 2014
Change in nature of business, if any		None
Names of Companies which have become or have ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the Financial Year 2021-22		Godrei Finance Limited (formerly known as Ensemble Holdings and Finance Limited) ceased to be a direct wholly owned subsidiary of the Company and became a step-down subsidiary of the Company with Godrej Capital Limited (formerly known as Pyxis Holdings Limited) being the immediate Holding Company for Godrej Finance Limited with effect from August 23, 2022.
Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and the Company''s operations in future		During the Financial Year 2021-22, there were no significant and material orders passed by the regulators or Courts or Tribunals which could adversely impact the going concern status of the Company and its operations in future.

Secretarial Standards

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

Transfer to Investor Education and Protection Fund

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, below amounts were transferred during the Financial Year 2021-22 to the Investor Education and Protection Fund (IEPF):

Particulars	Amt. in ''
Unpaid / Unclaimed Dividend of FY 2013-14	7,35,071
Unpaid / Unclaimed Fractional Amount of Bonus Issue of Shares of FY 2014-15	99,976
Unpaid / Unclaimed Fractional Amount of Swap of Shares of FY 2014-15	2,15,413
Total	10,50,460

The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company. The same can be accessed on www.godreiindustries.com. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 13, 2021 (date of last AGM) on the Company''s website which can be accessed on www.godreiindustries.com and of the Ministry of Corporate Affairs website at www.iepf.gov.in.

Depository System

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2022, 99.90% of the Equity Shares of your Company were held in demat form.

You Company has issued Non-Convertible Debentures in demat mode only.

Listing

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The applicable annual listing fees have been paid to the Stock Exchanges before the due dates. The Equity Shares of your Company were not suspended from trading on BSE and NSE at any point of time during the Financial Year 2021-22.

Your Company''s Non-Convertible Debentures are listed on the National Stock Exchange of India Limited (NSE). The applicable annual listing fees have been paid to the Stock Exchange before the due date.

Additional Information

The additional information required to be given under the Companies Act, 2013 and the Rules framed thereunder, has been laid out in the Notes attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors'' Report are self-explanatory and therefore do not call for any further explanation. The Consolidated Financial Statements of our Company form a part of the Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiaries. The Audited Annual Accounts and related information of the Company''s Subsidiaries will be made available upon request. These documents including the Subsidiary Companies'' documents will be available for inspection on the Company''s website, viz..www.godreiindustries.com.

Acknowledgement

Your Directors thank the Union Government, the Governments of Maharashtra and Gujarat as also all the Government Agencies, Banks, Financial Institutions, Shareholders, Customers, Fixed Deposit Holders, Vendors and other Business Associates, who, through their continued support and co-operation, have helped as partners in your Company''s progress. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of the Company.

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

Nadir Godrej

Chairman & Managing Director

(DIN: 00066195)

Boston, USA, May 27, 2022

---

Mar 31, 2021

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Sixth Directors'' Report of Godrej Properties Limited ("Godrej Properties”, "GPL” or "the Company”) along with the financial statements for the financial year ended March 31,2021.

1. OPERATING RESULTS:

Certain key aspects of the Company''s performance (on a standalone basis) during the financial year ended March 31,2021, as compared to the previous financial year are summarized below:

(Hin crore)
Particulars	Financial Year	Financial Year
	2020-2021	2019-2020 (Restated)
Revenue from Operations	570.42	2,085.36
Other Income	671.00	519.96
Total Income	1,241.42	2,605.32
Profit/ (Loss) before Tax	83.44	622.05
Profit/ (Loss) after Tax	(42.81)	384.16
Other Comprehensive Income	(0.53)	(0.68)
Total Comprehensive Income	(43.34)	383.48

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.godrejproperties.com/ investor/corporategovernance.

The Board strongly believes that the current market scenario would offer attractive business development opportunities in the real estate sector and re-investing the capital in such opportunities would create more wealth and value for the shareholders in long term. Accordingly, with a view to create long term economic value, your Directors have not recommended any dividend for the year ended March 31, 2021.

3. SHARE CAPITAL:

During the financial year ended March 31,2021, the Company issued and allotted 57,072 equity shares of H5 each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 (GPL ESGS).

Pursuant to the approval of the members of the Company through Postal Ballot on March 08, 2021, the Company, under the Qualified Institutional Placement mechanism, issued and allotted 2,58,62,068 Equity Shares of face value of H5 each to eligible Qualified Institutional Buyers at the issue price of H1,450, aggregating to H3,750 Crore.

As at March 31, 2021, the issued, subscribed and paid-up equity share capital of the Company stands at 27,79,43,051 equity shares of H5 each. The Company has neither issued

shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS.

4. OVERVIEW OF OPERATIONS:

Despite the pandemic creating significant challenges, Godrej Properties achieved the highest sales in its existence and the highest sales by any of the Indian developers in FY 2021. This was inspired by innovative efforts across touch points, including an increased focus on digital sales, attractive payment plans and the customer trust.

Godrej Properties achieved a sales volume of 10.8 million square feet and booking value of H6,725 crore in FY21, resulting in a growth of 14% Y-o-Y Godrej Properties recorded a booking value in excess of H5000 crore for the fifth time in six years. Godrej Properties achieved sale volumes of more than 1.5 million sq. ft. and sales value of more than H1,300 crore in all four markets of focus. Godrej Properties launched 11 projects/phases in FY21, including Sector 43 Noida, with a booking value of H509 crore and Godrej Royale Woods, Bengaluru, with a booking value of H371 crore. These successful launches were complemented by H4,550 crore of sustenance sales in FY21, the highest ever by the Company in a financial year.

Godrej Properties has added four new projects with saleable potential of around 6 million sq. ft. to its portfolio. One key achievement was the acquisition of 18 acres of land in Whitefield, Bengaluru, with saleable potential of 2.5 million sq. ft. Your Company emerged the highest bidder in the CIDCO e-auctioning process for two adjacent plots in Sanpada, Mumbai. Spread over ~1.5 acres, this project offers ~4 lakh square feet of development potential comprising premium residential apartments with a small amount of high-street retail at its base.

On the operational front, Godrej Properties successfully delivered 6.5 million sq.ft across projects. With this, Godrej Properties has successfully delivered over 28 million sq. ft. in six years. The Company''s delivery record demonstrates that it can operate at a large scale and keep pace with accelerating sales. Godrej Properties focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardization.

Godrej Properties focuses on excellence, agility, sustainability, employee wellness and corporate social responsibility. Godrej Properties has been featured among the top 50 companies listed by the Great Places to Work Institute (in partnership with The Economic Times) on four consecutive occasions. Godrej Properties, among the most respected real estate developers in India, has received over 300 awards and recognitions in the recent past including 69 in FY 2021.

Some accolades include ''National Brand Leader of India Ranked Number one by Track2Realty BrandXReport'' 2019-20, Green Developer of the Year (National), Estrade Real Estate Award 2020, Real Estate Employer in India Ranked Number one by Track2Realty BrandXReport 2019-20, Masters of Risk -Real Estate Category 7^th edition of The India Risk Management Awards, Mahatma Award, 2020 Achievement Award for CSR Excellence, CSR Leadership Awards, 2020 Best CSR Practices -World CSR Congress and The IACC COVID Crusaders Awards 2020 for serving humanity during the ongoing COVID 19 pandemic.

Godrej Properties was also awarded ''The Most Trusted Real Estate Brand'' in 2019 from the Brand Trust Report, ''Real Estate Company of the Year'' at the Ninth Construction Week Awards 2019, ''Equality and Diversity Champion 2019'' at the APREA Property Leaders Awards, ''The Economic Times Best Real Estate Brand 2018'' and ''Builder of the Year'' at the CNBC-Awaaz Real Estate Awards 2018.

Due to the default / delay on the part of the joint venture partners in fulfilling their contractual obligations, including obtaining approvals and funding, Godrej Properties initiated legal action in projects like Godrej Sky, Godrej Alive and Godrej Anandam. Godrej Properties also engaged in legal proceedings in relation to development agreements signed with the JB Advani Group for a land parcel in Bhandup. Godrej Properties is confident of its merits in each of these cases. The operations of the Company were impacted following the outbreak of the COVID-19 pandemic, subsequent lockdowns and significant labour shortages during the first half of FY21. For the financial year under review, on consolidated basis, GPL''s total income stood at H1217 crore, EBITDA was H119 crore and net loss H189 crore. The loss reported in the FY 2021 was due to three one-time charges made to the P&L account relating to provisions. The first of these charges was the long-term incentive scheme payable to certain employees in financial years 2023 and 2024, subject to specific parameters being met. This amounted to H121 crore and was taken in FY 2021 based on prudence and a high likelihood of these parameters being achieved. The second of these charges amounted to H88 crore and was required due to a shift to the new tax rate, which required remeasuring deferred tax assets. The last of the charges was due to a write-down in legacy projects, including Godrej Prakriti in Kolkata, Godrej Palm Grove in Chennai, Godrej Alpine in Mangalore etc. amounting to H76 crore. Excluding these one-time charges to the P&L account, EBITDA would have been H316 crore and net profit H46 crore in the financial year.

5. PROSPECTS AND OUTLOOK:

The outbreak of the COVID-19 pandemic adversely impacted the sectorial performance during FY21. However, in the second half, the Company reported a turnaround in performance. The

recent surge in cases following the second COVID-19 wave could impact demand in the first half of FY22 but the start of vaccine rollout coupled with low home loan interest rates and an increased desire to pursue home ownership will likely revive demand.

While the pandemic may have affected the industry at large, the operational momentum of your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline. A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, Godrej Properties remains optimistic about the long-term sectorial direction. With a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities, your Company is poised for a high growth trajectory.

Going forward, Godrej Properties believes that the technology will play a vital role in moderating the impact of COVID-19. In view of this, your Company is focusing on digital sales. Godrej Properties has been improving on-site facilities to create a safe working environment. These measures could help the Company tide over the COVID-19 impact and enhance long term efficiency.

Godrej Properties will focus on opportunistic growth in the current environment to create a healthy project pipeline. The Company''s Qualified Institutional Placement (QIP) of H3,750 crore was the largest ever by an Indian real estate company and will support growth aspirations and provide opportunities to rapidly scale the business. Godrej Properties will continue to focus on the four key markets of Mumbai, National Capital Region, Bengaluru and Pune. When evaluating new projects, Godrej Properties will continue to seek superior long-term shareholder value growth by maximizing returns through optimal financing and fiscal discipline. Godrej Properties will enhance process agility to reduce project launch turnaround times. Godrej Properties shall seek to drive profitability, improve customer experience and adopt digital technologies.

COVID-19 - Challenges & Mitigation

In the financial year 2020-21, Godrej Properties experienced several unprecedented challenges following the outbreak of COVID-19. The government resources were subjected to stress but several Indian businesses and philanthropic bodies came together to support the nation. The Godrej Group responded to the Outbreak by:

Supporting local communities

• Provided ration to over 10,685 contract workers at all Godrej Consumer Products and Godrej Agrovet sites and to 8,900 construction workers at Godrej Properties sites.

• Supported 30,169 families around Godrej Consumer Products and Godrej Agrovet sites with food and hygiene kits and area fumigation.

Protecting people in our ecosystem

• Provided safety kits for over 46,120 people, including contract workers, Godrej Consumer Products transporters, field sales personnel and Godrej Professional salonists.

• Made direct cash transfers to 250 market research agents to help meet the basic needs of families.

Strengthening public healthcare

• Mumbai: Procured and delivered supplies worth H6.97 crore for the Brihanmumbai Municipal Corporation (BMC). Supported 2 quarantine centers with a total capacity of 450 beds, set up a 75-bed isolation facility, provided 3 mobile testing autorickshaws to the BMC and oxygen support to urban settlements.

• Contributed 115 hospitals beds to the Government of Maharashtra.

• Godrej Consumer Products provided 10,000 PPE kits in Mumbai and Delhi, supported local authorities around manufacturing sites for health equipment.

Providing relief to the most affected populations

• Provided food relief and/or hygiene kits to over 43,874 families across India.

• Supplied 96,000 meals from our global headquarters Godrej One; supported in providing 25,000 cooked meals in Mumbai.

Supporting government efforts

• Extended monetary and/or protective supplies to state and local administrations.

• Godrej Group companies matched the voluntary payroll contribution by over 4,400 Godrejites and donated H6.98 crore to the PM CARES Fund.

The first wave of COVID-19 was unleashed in India in March 2020. With a nationwide lockdown declared in the third week of March 2020, a mass exodus of labourers was observed across all GPL project sites from March to June 2020, impacting construction progress and collections. There was panic among migrant workers, being worried about their health and uncertainty leading to an exodus. Worker strength dropped from a pre-COVID level of 9800 in February 2020 to 4300 in June 2020 across all our project sites. New workers did not come to the project sites during this period. Besides, there was unavailability of material or delay in material delivery during this period.

GPL''s priority always has been worker safety and well-being. It provided complete support to labourers during the lock down.

Some important initiatives included provision of clean and sanitized labour camps, availability of drinking water and ration supply in coordination with contractors and NGOs. GPL ensured safe and hygienic working conditions at the project sites. Each labourer was provided safety supports like masks, sanitizers etc. and were trained on personal hygiene and social distancing. A medical officer inspected camps daily to check on individuals who were unwell. Isolation centres were also made available. Various signages and posters in the common areas of these camps reiterated the importance of health and safety precautions, which provided assurance to workers about their health and safety needs. Following the gradual lifting of the lockdown, there were concerns of reduced working hours due to night curfews and productivity loss due to the time consumed in following COVID-19 protocols. GPL introduced a host of initiatives to retain existing labourers and enlist new labourers through the following provisions:

• Reimbursing transportation costs of all returning workers from their hometowns to project sites

• Mandatory 14 day quarantine period was observed for returning workers. Labour wages for this period were reimbursed

• COVID-19 testing was being carried out at the cost borne by GPL

• Medical clinics were set up at GPL''s sites

• Financial incentives were introduced for workers to stay back at GPL''s project sites

On account of these measures, worker strength increased from 4,300 in June 2020 to 16,000 in February 2021, 1.6 times the pre-COVID strength.

For all office employees across the country, safe working spaces were made available through regular sanitization, communication campaigns on various precautions in office and while travelling to office. All security personnel, housekeeping and pantry staff were trained on safety measures including thermal screening for all individuals entering the premises, including customers and vendors.

Though the year was challenging, GPL demonstrated resilience. It was heart-warming to see not just on-ground support teams, spearheaded by HR team members, but all employees come together to create a COVID-19 support repository that addressed employees and dependents in medical emergencies and needs related to the availability of hospital beds, ICUs, ventilators, ambulance, blood plasma donations, oxygen concentrators and medicine. Some other COVID-19 relief initiatives that GPL introduced for employees included the following:

• COVID-19 Cell support for assistance in hospital

• Insurance cover to employees for COVID-19 as part of the Godrej Medical Scheme for hospitalization

• 24/7 doctor tele-consultation facility in collaboration with Apollo Hospitals, through an exclusive Godrej helpline number

• Hotel quarantine facility for employees

• Home quarantine benefit for all employees and dependents advised to be quarantined at home by a medical practitioner

• Reimbursement of vaccination-related expenses

• 24/7 psychological wellness consultation services through an employee assistance program partner, where employees could speak confidentially to a qualified and experienced counsellor

The Company is in discussions with various agencies to undertake COVID-19 vaccination drive for all of its employees and their dependent family members at its various offices and on-site locations.

6. 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 31,2021,99.99% of the equity shares of the Company were held in dematerialised form.

7. ISSUE OF NON-CONVERTIBLE DEBENTURES:

During the year, the Company has issued 10,000 unsecured, redeemable, rated, listed, Non-Convertible Debentures (NCDs) having face value of H10,00,000 per debenture, aggregating H1,000 crore. The proceeds of the issue of NCDs were utilised towards refinancing of existing debt as per the objects of the issue stated in the Disclosure Document.

8. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the "Companies Act”) the Annual Return for the financial year ended March 31,2021 is available on the website of the Company at https://www.qodrejproperties.com/investor/ annual-reports.

9. NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (five) times in the financial year ended March 31, 2021 on May 11, 2020, August 05, 2020, November 03, 2020, February 04, 2021 and February 16, 2021. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 202021 are given in the Corporate Governance Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures.

11. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the loss of the Company for the financial year ended on March 31,2021.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31,2021 on a ''going concern'' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

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

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the

Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies for a period not less than three years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

12. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure II to this Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 20202021 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm''s length basis. During the financial year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 43) forming part of the standalone financial statements. The transactions with person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company as required under Schedule V Part A (2A) of SEBI LODR Regulations is given as Note No. 43 (on Related Party Transaction) forming part of the standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions, which is available on the website of the Company at https://www.godrejproperties.com/investor/ corporate-governance

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31,2021 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure III to this Report.

17. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify and assess business risks and opportunities. The composition of the Committee is in compliance with Regulation 21 of the SEBI LODR Regulations. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are given in CSR Report appended as Annexure IV to this Report. The CSR Policy is available on the website of the Company https://www.godrejproperties.com/investor/corporate-governance

19. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

20. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and enhance the effectiveness of the Board, its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Executive Chairman and the Nomination & Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairman''s Feedback Report

The performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The following reports were created as part of the evaluation:

• Board''s Feedback Report

• Individual Board Member''s Feedback Report

• Chairman''s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth along with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members'' feedback was shared with the Executive Chairman. Following his evaluation, Executive Chairman''s Feedback Report was also compiled.

21. SUBSIDIARY COMPANIES:

A. Subsidiaries

As at March 31, 2021, the Company had 18 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Garden City Properties Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Projects Development Limited, Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private Limited, Citystar Infraprojects

Limited, Godrej Residency Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Home Developers Private Limited, Godrej Skyline Developers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Ceear Lifespaces Private Limited, Godrej Precast Construction Private Limited, Godrej Green Woods Private Limited and Godrej Properties Worldwide INC.

The audited financial statements of all the subsidiaries are available on the website of the Company www. godrejproperties.com

As at March 31, 2021, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited, Godrej Green Homes Limited, Godrej Macbricks Private Limited, Vivrut Developers Private Limited and Yujya Developers Private Limited are associate companies of the Company.

The National Company Law Tribunal at Mumbai Bench ("NCLT”), vide order dated September 14, 2020, sanctioned a Scheme of Arrangement of Wonder Space Properties Private Limited (a wholly owned subsidiary of our Company as at March 31, 2020) with the Company. A certified copy of the said scheme has been filed by the Company with the Registrar of Companies, Mumbai, on October 26, 2020. The appointed date of the scheme is April 5, 2019.

The Board of Ceear Lifespaces Private Limited and the Company, at their respective meetings dated November 3, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, of Ceear Lifespaces Private Limited with the Company. The said scheme is subject to the requisite statutory/ regulatory approvals including the approval of NCLT.

The Board of Godrej Landmark Redevelopers Private Limited and Godrej Projects Development Limited, both wholly owned subsidiaries of the Company, at their respective meetings held on November 2, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, 2013 of Godrej Landmark Redevelopers Private Limited with Godrej Projects Development Limited. The said scheme is subject to the requisite statutory/ regulatory approvals, including the approval of NCLT.

During the financial year, Godrej Green Woods Private Limited and Godrej Precast Construction Private Limited were incorporated as wholly owned subsidiaries of the Company on May 26, 2020 and July 19, 2020 respectively.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31,2021:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. M S Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Godrej Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. Mahalunge Township Developers LLP

13. Godrej Developers & Properties LLP

14. Godrej Highrises Realty LLP

15. Godrej Project Developers & Properties LLP

16. A R Landcraft LLP

17. Godrej Highview LLP

18. Prakhhyat Dewellings LLP

19. Godrej Skyview LLP

20. Bavdhan Realty @ Pune 21 LLP

21. Godrej Green Properties LLP

22. Maan - Hinje Township Developers LLP

23. Godrej Projects (Soma) LLP

24. Godrej Projects North Star LLP

25. Godrej Projects North LLP

26. Godrej Reserve LLP

27. Godrej Athenmark LLP

28. Godrej Vestamark LLP

29. Godrej Irismark LLP

30. Manjari Housing Projects LLP

31. Rosebery Estate LLP

32. Embellish Houses LLP

33. Godrej City Facilities Management LLP

34. Suncity Infrastructure (Mumbai) LLP

35. Godrej Florentine LLP

36. Godrej Odyssey LLP

37. Godrej Olympia LLP

38. Ashank Realty Management LLP

39. Ashank Facility Management LLP

40. Manyata Industrial Parks LLP

41. Universal Metro Properties LLP

C. Material Unlisted Indian Subsidiary:

As at March 31, 2021, Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited were considered material un-listed Indian subsidiaries under Regulation 24 of SEBI LODR Regulations.

22. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements

have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements. The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is given as Annexure A in Consolidated Financials.

23. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT. 2013-

Sl. No.	Particulars	(J in crore)
1	Accepted during the year	0
2	Remained unpaid or unclaimed as at the end of the year	0.29
3	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-
	(i) at the beginning of the year	0
	(ii) maximum during the year	0
	(iii) at the end of the year	0
4	details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act	0

The Company has not accepted any deposits from its Directors.

24. COST RECORDS

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act for the financial year ended March 31, 2021.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS-

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROL SYSTEM-

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

27. AUDIT COMMITTEE-

Your Company''s Audit Committee comprises the following

5 (five) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Pranay D. Vakil, Mr. Amitava Mukherjee and Ms. Sutapa Banerjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL-

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Nadir Godrej (DIN: 00066195) will retire by rotation at the ensuing Annual General Meeting ("AGM”) and being eligible, has offered himself for re-appointment.

The Board based on recommendation of the Nomination

6 Remuneration Committee and subject to approval of the members of the Company, reappointed Mr. Pirojsha Godrej as the Whole Time Director designated as Executive Chairman and Mr. Mohit Malhotra as the Managing Director & Chief Executive Officer of the Company for a further period of 3 (three) years with effect from April 01,2021.

Mr. Pirojsha Godrej (DIN: 00432983) - Whole Time Director designated as Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director & Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Surender Varma - Company Secretary and Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report.

The necessary Resolutions for re-appointment of Mr. Nadir Godrej, Mr. Pirojsha Godrej and Mr. Mohit Malhotra have been included in the Notice of the forthcoming AGM for the approval of the members.

29. STATUTORY AUDITORS'' REPORT-

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BSR & Co. LLP Statutory Auditors, in their report.

30. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2021-22 at a fee of H1,16,000 (Rupees One Lakh Sixteen Thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing AGM pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

31. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. A K Jain & Co., Practicing Company Secretary, to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit is appended to this Report as Annexure V.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A K Jain & Co., Company Secretary in practice, in their Secretarial Audit Report. The observation made by M/s. A K Jain & Co. in the Secretarial Audit Report is self explanatory.

The Company''s unlisted material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited are available on the website of the Company. The Secretarial Audit Report of these unlisted material subsidiaries does not contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

32. FRAUD REPORTING:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

34. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

35. INTERNAL COMPLAINTS COMMITTEE:

The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). The details required to be disclosed under POSH forms part of the Corporate Governance Report.

36. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VI to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

37. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 ("GPL ESGS”) is appended as Annexure VII to this Report.

38. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2021 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year.

41. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31,2021. The details of the award received are given at page 5 of this Annual Report.

42. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company''s progress. The Directors also acknowledge the hard work, dedication and commitment of the employees.

---

Mar 31, 2021

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Sixth Directors'' Report of Godrej Properties Limited ("Godrej Properties”, "GPL” or "the Company”) along with the financial statements for the financial year ended March 31,2021.

1. OPERATING RESULTS:

Certain key aspects of the Company''s performance (on a standalone basis) during the financial year ended March 31,2021, as compared to the previous financial year are summarized below:

(Hin crore)
Particulars	Financial Year	Financial Year
	2020-2021	2019-2020 (Restated)
Revenue from Operations	570.42	2,085.36
Other Income	671.00	519.96
Total Income	1,241.42	2,605.32
Profit/ (Loss) before Tax	83.44	622.05
Profit/ (Loss) after Tax	(42.81)	384.16
Other Comprehensive Income	(0.53)	(0.68)
Total Comprehensive Income	(43.34)	383.48

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.godrejproperties.com/ investor/corporategovernance.

The Board strongly believes that the current market scenario would offer attractive business development opportunities in the real estate sector and re-investing the capital in such opportunities would create more wealth and value for the shareholders in long term. Accordingly, with a view to create long term economic value, your Directors have not recommended any dividend for the year ended March 31, 2021.

3. SHARE CAPITAL:

During the financial year ended March 31,2021, the Company issued and allotted 57,072 equity shares of H5 each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 (GPL ESGS).

Pursuant to the approval of the members of the Company through Postal Ballot on March 08, 2021, the Company, under the Qualified Institutional Placement mechanism, issued and allotted 2,58,62,068 Equity Shares of face value of H5 each to eligible Qualified Institutional Buyers at the issue price of H1,450, aggregating to H3,750 Crore.

As at March 31, 2021, the issued, subscribed and paid-up equity share capital of the Company stands at 27,79,43,051 equity shares of H5 each. The Company has neither issued

shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS.

4. OVERVIEW OF OPERATIONS:

Despite the pandemic creating significant challenges, Godrej Properties achieved the highest sales in its existence and the highest sales by any of the Indian developers in FY 2021. This was inspired by innovative efforts across touch points, including an increased focus on digital sales, attractive payment plans and the customer trust.

Godrej Properties achieved a sales volume of 10.8 million square feet and booking value of H6,725 crore in FY21, resulting in a growth of 14% Y-o-Y Godrej Properties recorded a booking value in excess of H5000 crore for the fifth time in six years. Godrej Properties achieved sale volumes of more than 1.5 million sq. ft. and sales value of more than H1,300 crore in all four markets of focus. Godrej Properties launched 11 projects/phases in FY21, including Sector 43 Noida, with a booking value of H509 crore and Godrej Royale Woods, Bengaluru, with a booking value of H371 crore. These successful launches were complemented by H4,550 crore of sustenance sales in FY21, the highest ever by the Company in a financial year.

Godrej Properties has added four new projects with saleable potential of around 6 million sq. ft. to its portfolio. One key achievement was the acquisition of 18 acres of land in Whitefield, Bengaluru, with saleable potential of 2.5 million sq. ft. Your Company emerged the highest bidder in the CIDCO e-auctioning process for two adjacent plots in Sanpada, Mumbai. Spread over ~1.5 acres, this project offers ~4 lakh square feet of development potential comprising premium residential apartments with a small amount of high-street retail at its base.

On the operational front, Godrej Properties successfully delivered 6.5 million sq.ft across projects. With this, Godrej Properties has successfully delivered over 28 million sq. ft. in six years. The Company''s delivery record demonstrates that it can operate at a large scale and keep pace with accelerating sales. Godrej Properties focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardization.

Godrej Properties focuses on excellence, agility, sustainability, employee wellness and corporate social responsibility. Godrej Properties has been featured among the top 50 companies listed by the Great Places to Work Institute (in partnership with The Economic Times) on four consecutive occasions. Godrej Properties, among the most respected real estate developers in India, has received over 300 awards and recognitions in the recent past including 69 in FY 2021.

Some accolades include ''National Brand Leader of India Ranked Number one by Track2Realty BrandXReport'' 2019-20, Green Developer of the Year (National), Estrade Real Estate Award 2020, Real Estate Employer in India Ranked Number one by Track2Realty BrandXReport 2019-20, Masters of Risk -Real Estate Category 7^th edition of The India Risk Management Awards, Mahatma Award, 2020 Achievement Award for CSR Excellence, CSR Leadership Awards, 2020 Best CSR Practices -World CSR Congress and The IACC COVID Crusaders Awards 2020 for serving humanity during the ongoing COVID 19 pandemic.

Godrej Properties was also awarded ''The Most Trusted Real Estate Brand'' in 2019 from the Brand Trust Report, ''Real Estate Company of the Year'' at the Ninth Construction Week Awards 2019, ''Equality and Diversity Champion 2019'' at the APREA Property Leaders Awards, ''The Economic Times Best Real Estate Brand 2018'' and ''Builder of the Year'' at the CNBC-Awaaz Real Estate Awards 2018.

Due to the default / delay on the part of the joint venture partners in fulfilling their contractual obligations, including obtaining approvals and funding, Godrej Properties initiated legal action in projects like Godrej Sky, Godrej Alive and Godrej Anandam. Godrej Properties also engaged in legal proceedings in relation to development agreements signed with the JB Advani Group for a land parcel in Bhandup. Godrej Properties is confident of its merits in each of these cases. The operations of the Company were impacted following the outbreak of the COVID-19 pandemic, subsequent lockdowns and significant labour shortages during the first half of FY21. For the financial year under review, on consolidated basis, GPL''s total income stood at H1217 crore, EBITDA was H119 crore and net loss H189 crore. The loss reported in the FY 2021 was due to three one-time charges made to the P&L account relating to provisions. The first of these charges was the long-term incentive scheme payable to certain employees in financial years 2023 and 2024, subject to specific parameters being met. This amounted to H121 crore and was taken in FY 2021 based on prudence and a high likelihood of these parameters being achieved. The second of these charges amounted to H88 crore and was required due to a shift to the new tax rate, which required remeasuring deferred tax assets. The last of the charges was due to a write-down in legacy projects, including Godrej Prakriti in Kolkata, Godrej Palm Grove in Chennai, Godrej Alpine in Mangalore etc. amounting to H76 crore. Excluding these one-time charges to the P&L account, EBITDA would have been H316 crore and net profit H46 crore in the financial year.

5. PROSPECTS AND OUTLOOK:

The outbreak of the COVID-19 pandemic adversely impacted the sectorial performance during FY21. However, in the second half, the Company reported a turnaround in performance. The

recent surge in cases following the second COVID-19 wave could impact demand in the first half of FY22 but the start of vaccine rollout coupled with low home loan interest rates and an increased desire to pursue home ownership will likely revive demand.

While the pandemic may have affected the industry at large, the operational momentum of your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline. A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, Godrej Properties remains optimistic about the long-term sectorial direction. With a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities, your Company is poised for a high growth trajectory.

Going forward, Godrej Properties believes that the technology will play a vital role in moderating the impact of COVID-19. In view of this, your Company is focusing on digital sales. Godrej Properties has been improving on-site facilities to create a safe working environment. These measures could help the Company tide over the COVID-19 impact and enhance long term efficiency.

Godrej Properties will focus on opportunistic growth in the current environment to create a healthy project pipeline. The Company''s Qualified Institutional Placement (QIP) of H3,750 crore was the largest ever by an Indian real estate company and will support growth aspirations and provide opportunities to rapidly scale the business. Godrej Properties will continue to focus on the four key markets of Mumbai, National Capital Region, Bengaluru and Pune. When evaluating new projects, Godrej Properties will continue to seek superior long-term shareholder value growth by maximizing returns through optimal financing and fiscal discipline. Godrej Properties will enhance process agility to reduce project launch turnaround times. Godrej Properties shall seek to drive profitability, improve customer experience and adopt digital technologies.

COVID-19 - Challenges & Mitigation

In the financial year 2020-21, Godrej Properties experienced several unprecedented challenges following the outbreak of COVID-19. The government resources were subjected to stress but several Indian businesses and philanthropic bodies came together to support the nation. The Godrej Group responded to the Outbreak by:

Supporting local communities

• Provided ration to over 10,685 contract workers at all Godrej Consumer Products and Godrej Agrovet sites and to 8,900 construction workers at Godrej Properties sites.

• Supported 30,169 families around Godrej Consumer Products and Godrej Agrovet sites with food and hygiene kits and area fumigation.

Protecting people in our ecosystem

• Provided safety kits for over 46,120 people, including contract workers, Godrej Consumer Products transporters, field sales personnel and Godrej Professional salonists.

• Made direct cash transfers to 250 market research agents to help meet the basic needs of families.

Strengthening public healthcare

• Mumbai: Procured and delivered supplies worth H6.97 crore for the Brihanmumbai Municipal Corporation (BMC). Supported 2 quarantine centers with a total capacity of 450 beds, set up a 75-bed isolation facility, provided 3 mobile testing autorickshaws to the BMC and oxygen support to urban settlements.

• Contributed 115 hospitals beds to the Government of Maharashtra.

• Godrej Consumer Products provided 10,000 PPE kits in Mumbai and Delhi, supported local authorities around manufacturing sites for health equipment.

Providing relief to the most affected populations

• Provided food relief and/or hygiene kits to over 43,874 families across India.

• Supplied 96,000 meals from our global headquarters Godrej One; supported in providing 25,000 cooked meals in Mumbai.

Supporting government efforts

• Extended monetary and/or protective supplies to state and local administrations.

• Godrej Group companies matched the voluntary payroll contribution by over 4,400 Godrejites and donated H6.98 crore to the PM CARES Fund.

The first wave of COVID-19 was unleashed in India in March 2020. With a nationwide lockdown declared in the third week of March 2020, a mass exodus of labourers was observed across all GPL project sites from March to June 2020, impacting construction progress and collections. There was panic among migrant workers, being worried about their health and uncertainty leading to an exodus. Worker strength dropped from a pre-COVID level of 9800 in February 2020 to 4300 in June 2020 across all our project sites. New workers did not come to the project sites during this period. Besides, there was unavailability of material or delay in material delivery during this period.

GPL''s priority always has been worker safety and well-being. It provided complete support to labourers during the lock down.

Some important initiatives included provision of clean and sanitized labour camps, availability of drinking water and ration supply in coordination with contractors and NGOs. GPL ensured safe and hygienic working conditions at the project sites. Each labourer was provided safety supports like masks, sanitizers etc. and were trained on personal hygiene and social distancing. A medical officer inspected camps daily to check on individuals who were unwell. Isolation centres were also made available. Various signages and posters in the common areas of these camps reiterated the importance of health and safety precautions, which provided assurance to workers about their health and safety needs. Following the gradual lifting of the lockdown, there were concerns of reduced working hours due to night curfews and productivity loss due to the time consumed in following COVID-19 protocols. GPL introduced a host of initiatives to retain existing labourers and enlist new labourers through the following provisions:

• Reimbursing transportation costs of all returning workers from their hometowns to project sites

• Mandatory 14 day quarantine period was observed for returning workers. Labour wages for this period were reimbursed

• COVID-19 testing was being carried out at the cost borne by GPL

• Medical clinics were set up at GPL''s sites

• Financial incentives were introduced for workers to stay back at GPL''s project sites

On account of these measures, worker strength increased from 4,300 in June 2020 to 16,000 in February 2021, 1.6 times the pre-COVID strength.

For all office employees across the country, safe working spaces were made available through regular sanitization, communication campaigns on various precautions in office and while travelling to office. All security personnel, housekeeping and pantry staff were trained on safety measures including thermal screening for all individuals entering the premises, including customers and vendors.

Though the year was challenging, GPL demonstrated resilience. It was heart-warming to see not just on-ground support teams, spearheaded by HR team members, but all employees come together to create a COVID-19 support repository that addressed employees and dependents in medical emergencies and needs related to the availability of hospital beds, ICUs, ventilators, ambulance, blood plasma donations, oxygen concentrators and medicine. Some other COVID-19 relief initiatives that GPL introduced for employees included the following:

• COVID-19 Cell support for assistance in hospital

• Insurance cover to employees for COVID-19 as part of the Godrej Medical Scheme for hospitalization

• 24/7 doctor tele-consultation facility in collaboration with Apollo Hospitals, through an exclusive Godrej helpline number

• Hotel quarantine facility for employees

• Home quarantine benefit for all employees and dependents advised to be quarantined at home by a medical practitioner

• Reimbursement of vaccination-related expenses

• 24/7 psychological wellness consultation services through an employee assistance program partner, where employees could speak confidentially to a qualified and experienced counsellor

The Company is in discussions with various agencies to undertake COVID-19 vaccination drive for all of its employees and their dependent family members at its various offices and on-site locations.

6. 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 31,2021,99.99% of the equity shares of the Company were held in dematerialised form.

7. ISSUE OF NON-CONVERTIBLE DEBENTURES:

During the year, the Company has issued 10,000 unsecured, redeemable, rated, listed, Non-Convertible Debentures (NCDs) having face value of H10,00,000 per debenture, aggregating H1,000 crore. The proceeds of the issue of NCDs were utilised towards refinancing of existing debt as per the objects of the issue stated in the Disclosure Document.

8. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the "Companies Act”) the Annual Return for the financial year ended March 31,2021 is available on the website of the Company at https://www.qodrejproperties.com/investor/ annual-reports.

9. NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (five) times in the financial year ended March 31, 2021 on May 11, 2020, August 05, 2020, November 03, 2020, February 04, 2021 and February 16, 2021. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 202021 are given in the Corporate Governance Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures.

11. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the loss of the Company for the financial year ended on March 31,2021.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31,2021 on a ''going concern'' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

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

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the

Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies for a period not less than three years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

12. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure II to this Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 20202021 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm''s length basis. During the financial year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 43) forming part of the standalone financial statements. The transactions with person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company as required under Schedule V Part A (2A) of SEBI LODR Regulations is given as Note No. 43 (on Related Party Transaction) forming part of the standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions, which is available on the website of the Company at https://www.godrejproperties.com/investor/ corporate-governance

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31,2021 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure III to this Report.

17. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify and assess business risks and opportunities. The composition of the Committee is in compliance with Regulation 21 of the SEBI LODR Regulations. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are given in CSR Report appended as Annexure IV to this Report. The CSR Policy is available on the website of the Company https://www.godrejproperties.com/investor/corporate-governance

19. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

20. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and enhance the effectiveness of the Board, its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Executive Chairman and the Nomination & Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairman''s Feedback Report

The performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The following reports were created as part of the evaluation:

• Board''s Feedback Report

• Individual Board Member''s Feedback Report

• Chairman''s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth along with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members'' feedback was shared with the Executive Chairman. Following his evaluation, Executive Chairman''s Feedback Report was also compiled.

21. SUBSIDIARY COMPANIES:

A. Subsidiaries

As at March 31, 2021, the Company had 18 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Garden City Properties Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Projects Development Limited, Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private Limited, Citystar Infraprojects

Limited, Godrej Residency Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Home Developers Private Limited, Godrej Skyline Developers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Ceear Lifespaces Private Limited, Godrej Precast Construction Private Limited, Godrej Green Woods Private Limited and Godrej Properties Worldwide INC.

The audited financial statements of all the subsidiaries are available on the website of the Company www. godrejproperties.com

As at March 31, 2021, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited, Godrej Green Homes Limited, Godrej Macbricks Private Limited, Vivrut Developers Private Limited and Yujya Developers Private Limited are associate companies of the Company.

The National Company Law Tribunal at Mumbai Bench ("NCLT”), vide order dated September 14, 2020, sanctioned a Scheme of Arrangement of Wonder Space Properties Private Limited (a wholly owned subsidiary of our Company as at March 31, 2020) with the Company. A certified copy of the said scheme has been filed by the Company with the Registrar of Companies, Mumbai, on October 26, 2020. The appointed date of the scheme is April 5, 2019.

The Board of Ceear Lifespaces Private Limited and the Company, at their respective meetings dated November 3, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, of Ceear Lifespaces Private Limited with the Company. The said scheme is subject to the requisite statutory/ regulatory approvals including the approval of NCLT.

The Board of Godrej Landmark Redevelopers Private Limited and Godrej Projects Development Limited, both wholly owned subsidiaries of the Company, at their respective meetings held on November 2, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, 2013 of Godrej Landmark Redevelopers Private Limited with Godrej Projects Development Limited. The said scheme is subject to the requisite statutory/ regulatory approvals, including the approval of NCLT.

During the financial year, Godrej Green Woods Private Limited and Godrej Precast Construction Private Limited were incorporated as wholly owned subsidiaries of the Company on May 26, 2020 and July 19, 2020 respectively.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31,2021:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. M S Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Godrej Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. Mahalunge Township Developers LLP

13. Godrej Developers & Properties LLP

14. Godrej Highrises Realty LLP

15. Godrej Project Developers & Properties LLP

16. A R Landcraft LLP

17. Godrej Highview LLP

18. Prakhhyat Dewellings LLP

19. Godrej Skyview LLP

20. Bavdhan Realty @ Pune 21 LLP

21. Godrej Green Properties LLP

22. Maan - Hinje Township Developers LLP

23. Godrej Projects (Soma) LLP

24. Godrej Projects North Star LLP

25. Godrej Projects North LLP

26. Godrej Reserve LLP

27. Godrej Athenmark LLP

28. Godrej Vestamark LLP

29. Godrej Irismark LLP

30. Manjari Housing Projects LLP

31. Rosebery Estate LLP

32. Embellish Houses LLP

33. Godrej City Facilities Management LLP

34. Suncity Infrastructure (Mumbai) LLP

35. Godrej Florentine LLP

36. Godrej Odyssey LLP

37. Godrej Olympia LLP

38. Ashank Realty Management LLP

39. Ashank Facility Management LLP

40. Manyata Industrial Parks LLP

41. Universal Metro Properties LLP

C. Material Unlisted Indian Subsidiary:

As at March 31, 2021, Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited were considered material un-listed Indian subsidiaries under Regulation 24 of SEBI LODR Regulations.

22. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements

have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements. The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is given as Annexure A in Consolidated Financials.

23. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT. 2013-

Sl. No.	Particulars	(J in crore)
1	Accepted during the year	0
2	Remained unpaid or unclaimed as at the end of the year	0.29
3	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-
	(i) at the beginning of the year	0
	(ii) maximum during the year	0
	(iii) at the end of the year	0
4	details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act	0

The Company has not accepted any deposits from its Directors.

24. COST RECORDS

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act for the financial year ended March 31, 2021.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS-

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROL SYSTEM-

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

27. AUDIT COMMITTEE-

Your Company''s Audit Committee comprises the following

5 (five) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Pranay D. Vakil, Mr. Amitava Mukherjee and Ms. Sutapa Banerjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL-

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Nadir Godrej (DIN: 00066195) will retire by rotation at the ensuing Annual General Meeting ("AGM”) and being eligible, has offered himself for re-appointment.

The Board based on recommendation of the Nomination

6 Remuneration Committee and subject to approval of the members of the Company, reappointed Mr. Pirojsha Godrej as the Whole Time Director designated as Executive Chairman and Mr. Mohit Malhotra as the Managing Director & Chief Executive Officer of the Company for a further period of 3 (three) years with effect from April 01,2021.

Mr. Pirojsha Godrej (DIN: 00432983) - Whole Time Director designated as Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director & Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Surender Varma - Company Secretary and Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report.

The necessary Resolutions for re-appointment of Mr. Nadir Godrej, Mr. Pirojsha Godrej and Mr. Mohit Malhotra have been included in the Notice of the forthcoming AGM for the approval of the members.

29. STATUTORY AUDITORS'' REPORT-

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BSR & Co. LLP Statutory Auditors, in their report.

30. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2021-22 at a fee of H1,16,000 (Rupees One Lakh Sixteen Thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing AGM pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

31. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. A K Jain & Co., Practicing Company Secretary, to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit is appended to this Report as Annexure V.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A K Jain & Co., Company Secretary in practice, in their Secretarial Audit Report. The observation made by M/s. A K Jain & Co. in the Secretarial Audit Report is self explanatory.

The Company''s unlisted material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited are available on the website of the Company. The Secretarial Audit Report of these unlisted material subsidiaries does not contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

32. FRAUD REPORTING:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

34. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

35. INTERNAL COMPLAINTS COMMITTEE:

The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). The details required to be disclosed under POSH forms part of the Corporate Governance Report.

36. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VI to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

37. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 ("GPL ESGS”) is appended as Annexure VII to this Report.

38. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2021 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year.

41. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31,2021. The details of the award received are given at page 5 of this Annual Report.

42. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company''s progress. The Directors also acknowledge the hard work, dedication and commitment of the employees.

---

Mar 31, 2021

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Sixth Directors'' Report of Godrej Properties Limited ("Godrej Properties”, "GPL” or "the Company”) along with the financial statements for the financial year ended March 31,2021.

1. OPERATING RESULTS:

Certain key aspects of the Company''s performance (on a standalone basis) during the financial year ended March 31,2021, as compared to the previous financial year are summarized below:

(Hin crore)
Particulars	Financial Year	Financial Year
	2020-2021	2019-2020 (Restated)
Revenue from Operations	570.42	2,085.36
Other Income	671.00	519.96
Total Income	1,241.42	2,605.32
Profit/ (Loss) before Tax	83.44	622.05
Profit/ (Loss) after Tax	(42.81)	384.16
Other Comprehensive Income	(0.53)	(0.68)
Total Comprehensive Income	(43.34)	383.48

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.godrejproperties.com/ investor/corporategovernance.

The Board strongly believes that the current market scenario would offer attractive business development opportunities in the real estate sector and re-investing the capital in such opportunities would create more wealth and value for the shareholders in long term. Accordingly, with a view to create long term economic value, your Directors have not recommended any dividend for the year ended March 31, 2021.

3. SHARE CAPITAL:

During the financial year ended March 31,2021, the Company issued and allotted 57,072 equity shares of H5 each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 (GPL ESGS).

Pursuant to the approval of the members of the Company through Postal Ballot on March 08, 2021, the Company, under the Qualified Institutional Placement mechanism, issued and allotted 2,58,62,068 Equity Shares of face value of H5 each to eligible Qualified Institutional Buyers at the issue price of H1,450, aggregating to H3,750 Crore.

As at March 31, 2021, the issued, subscribed and paid-up equity share capital of the Company stands at 27,79,43,051 equity shares of H5 each. The Company has neither issued

shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS.

4. OVERVIEW OF OPERATIONS:

Despite the pandemic creating significant challenges, Godrej Properties achieved the highest sales in its existence and the highest sales by any of the Indian developers in FY 2021. This was inspired by innovative efforts across touch points, including an increased focus on digital sales, attractive payment plans and the customer trust.

Godrej Properties achieved a sales volume of 10.8 million square feet and booking value of H6,725 crore in FY21, resulting in a growth of 14% Y-o-Y Godrej Properties recorded a booking value in excess of H5000 crore for the fifth time in six years. Godrej Properties achieved sale volumes of more than 1.5 million sq. ft. and sales value of more than H1,300 crore in all four markets of focus. Godrej Properties launched 11 projects/phases in FY21, including Sector 43 Noida, with a booking value of H509 crore and Godrej Royale Woods, Bengaluru, with a booking value of H371 crore. These successful launches were complemented by H4,550 crore of sustenance sales in FY21, the highest ever by the Company in a financial year.

Godrej Properties has added four new projects with saleable potential of around 6 million sq. ft. to its portfolio. One key achievement was the acquisition of 18 acres of land in Whitefield, Bengaluru, with saleable potential of 2.5 million sq. ft. Your Company emerged the highest bidder in the CIDCO e-auctioning process for two adjacent plots in Sanpada, Mumbai. Spread over ~1.5 acres, this project offers ~4 lakh square feet of development potential comprising premium residential apartments with a small amount of high-street retail at its base.

On the operational front, Godrej Properties successfully delivered 6.5 million sq.ft across projects. With this, Godrej Properties has successfully delivered over 28 million sq. ft. in six years. The Company''s delivery record demonstrates that it can operate at a large scale and keep pace with accelerating sales. Godrej Properties focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardization.

Godrej Properties focuses on excellence, agility, sustainability, employee wellness and corporate social responsibility. Godrej Properties has been featured among the top 50 companies listed by the Great Places to Work Institute (in partnership with The Economic Times) on four consecutive occasions. Godrej Properties, among the most respected real estate developers in India, has received over 300 awards and recognitions in the recent past including 69 in FY 2021.

Some accolades include ''National Brand Leader of India Ranked Number one by Track2Realty BrandXReport'' 2019-20, Green Developer of the Year (National), Estrade Real Estate Award 2020, Real Estate Employer in India Ranked Number one by Track2Realty BrandXReport 2019-20, Masters of Risk -Real Estate Category 7^th edition of The India Risk Management Awards, Mahatma Award, 2020 Achievement Award for CSR Excellence, CSR Leadership Awards, 2020 Best CSR Practices -World CSR Congress and The IACC COVID Crusaders Awards 2020 for serving humanity during the ongoing COVID 19 pandemic.

Godrej Properties was also awarded ''The Most Trusted Real Estate Brand'' in 2019 from the Brand Trust Report, ''Real Estate Company of the Year'' at the Ninth Construction Week Awards 2019, ''Equality and Diversity Champion 2019'' at the APREA Property Leaders Awards, ''The Economic Times Best Real Estate Brand 2018'' and ''Builder of the Year'' at the CNBC-Awaaz Real Estate Awards 2018.

Due to the default / delay on the part of the joint venture partners in fulfilling their contractual obligations, including obtaining approvals and funding, Godrej Properties initiated legal action in projects like Godrej Sky, Godrej Alive and Godrej Anandam. Godrej Properties also engaged in legal proceedings in relation to development agreements signed with the JB Advani Group for a land parcel in Bhandup. Godrej Properties is confident of its merits in each of these cases. The operations of the Company were impacted following the outbreak of the COVID-19 pandemic, subsequent lockdowns and significant labour shortages during the first half of FY21. For the financial year under review, on consolidated basis, GPL''s total income stood at H1217 crore, EBITDA was H119 crore and net loss H189 crore. The loss reported in the FY 2021 was due to three one-time charges made to the P&L account relating to provisions. The first of these charges was the long-term incentive scheme payable to certain employees in financial years 2023 and 2024, subject to specific parameters being met. This amounted to H121 crore and was taken in FY 2021 based on prudence and a high likelihood of these parameters being achieved. The second of these charges amounted to H88 crore and was required due to a shift to the new tax rate, which required remeasuring deferred tax assets. The last of the charges was due to a write-down in legacy projects, including Godrej Prakriti in Kolkata, Godrej Palm Grove in Chennai, Godrej Alpine in Mangalore etc. amounting to H76 crore. Excluding these one-time charges to the P&L account, EBITDA would have been H316 crore and net profit H46 crore in the financial year.

5. PROSPECTS AND OUTLOOK:

The outbreak of the COVID-19 pandemic adversely impacted the sectorial performance during FY21. However, in the second half, the Company reported a turnaround in performance. The

recent surge in cases following the second COVID-19 wave could impact demand in the first half of FY22 but the start of vaccine rollout coupled with low home loan interest rates and an increased desire to pursue home ownership will likely revive demand.

While the pandemic may have affected the industry at large, the operational momentum of your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline. A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, Godrej Properties remains optimistic about the long-term sectorial direction. With a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities, your Company is poised for a high growth trajectory.

Going forward, Godrej Properties believes that the technology will play a vital role in moderating the impact of COVID-19. In view of this, your Company is focusing on digital sales. Godrej Properties has been improving on-site facilities to create a safe working environment. These measures could help the Company tide over the COVID-19 impact and enhance long term efficiency.

Godrej Properties will focus on opportunistic growth in the current environment to create a healthy project pipeline. The Company''s Qualified Institutional Placement (QIP) of H3,750 crore was the largest ever by an Indian real estate company and will support growth aspirations and provide opportunities to rapidly scale the business. Godrej Properties will continue to focus on the four key markets of Mumbai, National Capital Region, Bengaluru and Pune. When evaluating new projects, Godrej Properties will continue to seek superior long-term shareholder value growth by maximizing returns through optimal financing and fiscal discipline. Godrej Properties will enhance process agility to reduce project launch turnaround times. Godrej Properties shall seek to drive profitability, improve customer experience and adopt digital technologies.

COVID-19 - Challenges & Mitigation

In the financial year 2020-21, Godrej Properties experienced several unprecedented challenges following the outbreak of COVID-19. The government resources were subjected to stress but several Indian businesses and philanthropic bodies came together to support the nation. The Godrej Group responded to the Outbreak by:

Supporting local communities

• Provided ration to over 10,685 contract workers at all Godrej Consumer Products and Godrej Agrovet sites and to 8,900 construction workers at Godrej Properties sites.

• Supported 30,169 families around Godrej Consumer Products and Godrej Agrovet sites with food and hygiene kits and area fumigation.

Protecting people in our ecosystem

• Provided safety kits for over 46,120 people, including contract workers, Godrej Consumer Products transporters, field sales personnel and Godrej Professional salonists.

• Made direct cash transfers to 250 market research agents to help meet the basic needs of families.

Strengthening public healthcare

• Mumbai: Procured and delivered supplies worth H6.97 crore for the Brihanmumbai Municipal Corporation (BMC). Supported 2 quarantine centers with a total capacity of 450 beds, set up a 75-bed isolation facility, provided 3 mobile testing autorickshaws to the BMC and oxygen support to urban settlements.

• Contributed 115 hospitals beds to the Government of Maharashtra.

• Godrej Consumer Products provided 10,000 PPE kits in Mumbai and Delhi, supported local authorities around manufacturing sites for health equipment.

Providing relief to the most affected populations

• Provided food relief and/or hygiene kits to over 43,874 families across India.

• Supplied 96,000 meals from our global headquarters Godrej One; supported in providing 25,000 cooked meals in Mumbai.

Supporting government efforts

• Extended monetary and/or protective supplies to state and local administrations.

• Godrej Group companies matched the voluntary payroll contribution by over 4,400 Godrejites and donated H6.98 crore to the PM CARES Fund.

The first wave of COVID-19 was unleashed in India in March 2020. With a nationwide lockdown declared in the third week of March 2020, a mass exodus of labourers was observed across all GPL project sites from March to June 2020, impacting construction progress and collections. There was panic among migrant workers, being worried about their health and uncertainty leading to an exodus. Worker strength dropped from a pre-COVID level of 9800 in February 2020 to 4300 in June 2020 across all our project sites. New workers did not come to the project sites during this period. Besides, there was unavailability of material or delay in material delivery during this period.

GPL''s priority always has been worker safety and well-being. It provided complete support to labourers during the lock down.

Some important initiatives included provision of clean and sanitized labour camps, availability of drinking water and ration supply in coordination with contractors and NGOs. GPL ensured safe and hygienic working conditions at the project sites. Each labourer was provided safety supports like masks, sanitizers etc. and were trained on personal hygiene and social distancing. A medical officer inspected camps daily to check on individuals who were unwell. Isolation centres were also made available. Various signages and posters in the common areas of these camps reiterated the importance of health and safety precautions, which provided assurance to workers about their health and safety needs. Following the gradual lifting of the lockdown, there were concerns of reduced working hours due to night curfews and productivity loss due to the time consumed in following COVID-19 protocols. GPL introduced a host of initiatives to retain existing labourers and enlist new labourers through the following provisions:

• Reimbursing transportation costs of all returning workers from their hometowns to project sites

• Mandatory 14 day quarantine period was observed for returning workers. Labour wages for this period were reimbursed

• COVID-19 testing was being carried out at the cost borne by GPL

• Medical clinics were set up at GPL''s sites

• Financial incentives were introduced for workers to stay back at GPL''s project sites

On account of these measures, worker strength increased from 4,300 in June 2020 to 16,000 in February 2021, 1.6 times the pre-COVID strength.

For all office employees across the country, safe working spaces were made available through regular sanitization, communication campaigns on various precautions in office and while travelling to office. All security personnel, housekeeping and pantry staff were trained on safety measures including thermal screening for all individuals entering the premises, including customers and vendors.

Though the year was challenging, GPL demonstrated resilience. It was heart-warming to see not just on-ground support teams, spearheaded by HR team members, but all employees come together to create a COVID-19 support repository that addressed employees and dependents in medical emergencies and needs related to the availability of hospital beds, ICUs, ventilators, ambulance, blood plasma donations, oxygen concentrators and medicine. Some other COVID-19 relief initiatives that GPL introduced for employees included the following:

• COVID-19 Cell support for assistance in hospital

• Insurance cover to employees for COVID-19 as part of the Godrej Medical Scheme for hospitalization

• 24/7 doctor tele-consultation facility in collaboration with Apollo Hospitals, through an exclusive Godrej helpline number

• Hotel quarantine facility for employees

• Home quarantine benefit for all employees and dependents advised to be quarantined at home by a medical practitioner

• Reimbursement of vaccination-related expenses

• 24/7 psychological wellness consultation services through an employee assistance program partner, where employees could speak confidentially to a qualified and experienced counsellor

The Company is in discussions with various agencies to undertake COVID-19 vaccination drive for all of its employees and their dependent family members at its various offices and on-site locations.

6. 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 31,2021,99.99% of the equity shares of the Company were held in dematerialised form.

7. ISSUE OF NON-CONVERTIBLE DEBENTURES:

During the year, the Company has issued 10,000 unsecured, redeemable, rated, listed, Non-Convertible Debentures (NCDs) having face value of H10,00,000 per debenture, aggregating H1,000 crore. The proceeds of the issue of NCDs were utilised towards refinancing of existing debt as per the objects of the issue stated in the Disclosure Document.

8. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the "Companies Act”) the Annual Return for the financial year ended March 31,2021 is available on the website of the Company at https://www.qodrejproperties.com/investor/ annual-reports.

9. NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (five) times in the financial year ended March 31, 2021 on May 11, 2020, August 05, 2020, November 03, 2020, February 04, 2021 and February 16, 2021. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 202021 are given in the Corporate Governance Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures.

11. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the loss of the Company for the financial year ended on March 31,2021.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31,2021 on a ''going concern'' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

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

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the

Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies for a period not less than three years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

12. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure II to this Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 20202021 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm''s length basis. During the financial year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 43) forming part of the standalone financial statements. The transactions with person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company as required under Schedule V Part A (2A) of SEBI LODR Regulations is given as Note No. 43 (on Related Party Transaction) forming part of the standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions, which is available on the website of the Company at https://www.godrejproperties.com/investor/ corporate-governance

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31,2021 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure III to this Report.

17. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify and assess business risks and opportunities. The composition of the Committee is in compliance with Regulation 21 of the SEBI LODR Regulations. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are given in CSR Report appended as Annexure IV to this Report. The CSR Policy is available on the website of the Company https://www.godrejproperties.com/investor/corporate-governance

19. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

20. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and enhance the effectiveness of the Board, its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Executive Chairman and the Nomination & Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairman''s Feedback Report

The performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The following reports were created as part of the evaluation:

• Board''s Feedback Report

• Individual Board Member''s Feedback Report

• Chairman''s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth along with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members'' feedback was shared with the Executive Chairman. Following his evaluation, Executive Chairman''s Feedback Report was also compiled.

21. SUBSIDIARY COMPANIES:

A. Subsidiaries

As at March 31, 2021, the Company had 18 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Garden City Properties Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Projects Development Limited, Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private Limited, Citystar Infraprojects

Limited, Godrej Residency Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Home Developers Private Limited, Godrej Skyline Developers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Ceear Lifespaces Private Limited, Godrej Precast Construction Private Limited, Godrej Green Woods Private Limited and Godrej Properties Worldwide INC.

The audited financial statements of all the subsidiaries are available on the website of the Company www. godrejproperties.com

As at March 31, 2021, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited, Godrej Green Homes Limited, Godrej Macbricks Private Limited, Vivrut Developers Private Limited and Yujya Developers Private Limited are associate companies of the Company.

The National Company Law Tribunal at Mumbai Bench ("NCLT”), vide order dated September 14, 2020, sanctioned a Scheme of Arrangement of Wonder Space Properties Private Limited (a wholly owned subsidiary of our Company as at March 31, 2020) with the Company. A certified copy of the said scheme has been filed by the Company with the Registrar of Companies, Mumbai, on October 26, 2020. The appointed date of the scheme is April 5, 2019.

The Board of Ceear Lifespaces Private Limited and the Company, at their respective meetings dated November 3, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, of Ceear Lifespaces Private Limited with the Company. The said scheme is subject to the requisite statutory/ regulatory approvals including the approval of NCLT.

The Board of Godrej Landmark Redevelopers Private Limited and Godrej Projects Development Limited, both wholly owned subsidiaries of the Company, at their respective meetings held on November 2, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, 2013 of Godrej Landmark Redevelopers Private Limited with Godrej Projects Development Limited. The said scheme is subject to the requisite statutory/ regulatory approvals, including the approval of NCLT.

During the financial year, Godrej Green Woods Private Limited and Godrej Precast Construction Private Limited were incorporated as wholly owned subsidiaries of the Company on May 26, 2020 and July 19, 2020 respectively.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31,2021:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. M S Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Godrej Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. Mahalunge Township Developers LLP

13. Godrej Developers & Properties LLP

14. Godrej Highrises Realty LLP

15. Godrej Project Developers & Properties LLP

16. A R Landcraft LLP

17. Godrej Highview LLP

18. Prakhhyat Dewellings LLP

19. Godrej Skyview LLP

20. Bavdhan Realty @ Pune 21 LLP

21. Godrej Green Properties LLP

22. Maan - Hinje Township Developers LLP

23. Godrej Projects (Soma) LLP

24. Godrej Projects North Star LLP

25. Godrej Projects North LLP

26. Godrej Reserve LLP

27. Godrej Athenmark LLP

28. Godrej Vestamark LLP

29. Godrej Irismark LLP

30. Manjari Housing Projects LLP

31. Rosebery Estate LLP

32. Embellish Houses LLP

33. Godrej City Facilities Management LLP

34. Suncity Infrastructure (Mumbai) LLP

35. Godrej Florentine LLP

36. Godrej Odyssey LLP

37. Godrej Olympia LLP

38. Ashank Realty Management LLP

39. Ashank Facility Management LLP

40. Manyata Industrial Parks LLP

41. Universal Metro Properties LLP

C. Material Unlisted Indian Subsidiary:

As at March 31, 2021, Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited were considered material un-listed Indian subsidiaries under Regulation 24 of SEBI LODR Regulations.

22. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements

have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements. The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is given as Annexure A in Consolidated Financials.

23. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT. 2013-

Sl. No.	Particulars	(J in crore)
1	Accepted during the year	0
2	Remained unpaid or unclaimed as at the end of the year	0.29
3	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-
	(i) at the beginning of the year	0
	(ii) maximum during the year	0
	(iii) at the end of the year	0
4	details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act	0

The Company has not accepted any deposits from its Directors.

24. COST RECORDS

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act for the financial year ended March 31, 2021.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS-

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROL SYSTEM-

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

27. AUDIT COMMITTEE-

Your Company''s Audit Committee comprises the following

5 (five) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Pranay D. Vakil, Mr. Amitava Mukherjee and Ms. Sutapa Banerjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL-

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Nadir Godrej (DIN: 00066195) will retire by rotation at the ensuing Annual General Meeting ("AGM”) and being eligible, has offered himself for re-appointment.

The Board based on recommendation of the Nomination

6 Remuneration Committee and subject to approval of the members of the Company, reappointed Mr. Pirojsha Godrej as the Whole Time Director designated as Executive Chairman and Mr. Mohit Malhotra as the Managing Director & Chief Executive Officer of the Company for a further period of 3 (three) years with effect from April 01,2021.

Mr. Pirojsha Godrej (DIN: 00432983) - Whole Time Director designated as Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director & Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Surender Varma - Company Secretary and Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report.

The necessary Resolutions for re-appointment of Mr. Nadir Godrej, Mr. Pirojsha Godrej and Mr. Mohit Malhotra have been included in the Notice of the forthcoming AGM for the approval of the members.

29. STATUTORY AUDITORS'' REPORT-

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BSR & Co. LLP Statutory Auditors, in their report.

30. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2021-22 at a fee of H1,16,000 (Rupees One Lakh Sixteen Thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing AGM pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

31. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. A K Jain & Co., Practicing Company Secretary, to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit is appended to this Report as Annexure V.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A K Jain & Co., Company Secretary in practice, in their Secretarial Audit Report. The observation made by M/s. A K Jain & Co. in the Secretarial Audit Report is self explanatory.

The Company''s unlisted material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited are available on the website of the Company. The Secretarial Audit Report of these unlisted material subsidiaries does not contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

32. FRAUD REPORTING:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

34. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

35. INTERNAL COMPLAINTS COMMITTEE:

The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). The details required to be disclosed under POSH forms part of the Corporate Governance Report.

36. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VI to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

37. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 ("GPL ESGS”) is appended as Annexure VII to this Report.

38. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2021 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year.

41. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31,2021. The details of the award received are given at page 5 of this Annual Report.

42. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company''s progress. The Directors also acknowledge the hard work, dedication and commitment of the employees.

---

Mar 31, 2021

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Sixth Directors'' Report of Godrej Properties Limited ("Godrej Properties”, "GPL” or "the Company”) along with the financial statements for the financial year ended March 31,2021.

1. OPERATING RESULTS:

Certain key aspects of the Company''s performance (on a standalone basis) during the financial year ended March 31,2021, as compared to the previous financial year are summarized below:

(Hin crore)
Particulars	Financial Year	Financial Year
	2020-2021	2019-2020 (Restated)
Revenue from Operations	570.42	2,085.36
Other Income	671.00	519.96
Total Income	1,241.42	2,605.32
Profit/ (Loss) before Tax	83.44	622.05
Profit/ (Loss) after Tax	(42.81)	384.16
Other Comprehensive Income	(0.53)	(0.68)
Total Comprehensive Income	(43.34)	383.48

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.godrejproperties.com/ investor/corporategovernance.

The Board strongly believes that the current market scenario would offer attractive business development opportunities in the real estate sector and re-investing the capital in such opportunities would create more wealth and value for the shareholders in long term. Accordingly, with a view to create long term economic value, your Directors have not recommended any dividend for the year ended March 31, 2021.

3. SHARE CAPITAL:

During the financial year ended March 31,2021, the Company issued and allotted 57,072 equity shares of H5 each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 (GPL ESGS).

Pursuant to the approval of the members of the Company through Postal Ballot on March 08, 2021, the Company, under the Qualified Institutional Placement mechanism, issued and allotted 2,58,62,068 Equity Shares of face value of H5 each to eligible Qualified Institutional Buyers at the issue price of H1,450, aggregating to H3,750 Crore.

As at March 31, 2021, the issued, subscribed and paid-up equity share capital of the Company stands at 27,79,43,051 equity shares of H5 each. The Company has neither issued

shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS.

4. OVERVIEW OF OPERATIONS:

Despite the pandemic creating significant challenges, Godrej Properties achieved the highest sales in its existence and the highest sales by any of the Indian developers in FY 2021. This was inspired by innovative efforts across touch points, including an increased focus on digital sales, attractive payment plans and the customer trust.

Godrej Properties achieved a sales volume of 10.8 million square feet and booking value of H6,725 crore in FY21, resulting in a growth of 14% Y-o-Y Godrej Properties recorded a booking value in excess of H5000 crore for the fifth time in six years. Godrej Properties achieved sale volumes of more than 1.5 million sq. ft. and sales value of more than H1,300 crore in all four markets of focus. Godrej Properties launched 11 projects/phases in FY21, including Sector 43 Noida, with a booking value of H509 crore and Godrej Royale Woods, Bengaluru, with a booking value of H371 crore. These successful launches were complemented by H4,550 crore of sustenance sales in FY21, the highest ever by the Company in a financial year.

Godrej Properties has added four new projects with saleable potential of around 6 million sq. ft. to its portfolio. One key achievement was the acquisition of 18 acres of land in Whitefield, Bengaluru, with saleable potential of 2.5 million sq. ft. Your Company emerged the highest bidder in the CIDCO e-auctioning process for two adjacent plots in Sanpada, Mumbai. Spread over ~1.5 acres, this project offers ~4 lakh square feet of development potential comprising premium residential apartments with a small amount of high-street retail at its base.

On the operational front, Godrej Properties successfully delivered 6.5 million sq.ft across projects. With this, Godrej Properties has successfully delivered over 28 million sq. ft. in six years. The Company''s delivery record demonstrates that it can operate at a large scale and keep pace with accelerating sales. Godrej Properties focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardization.

Godrej Properties focuses on excellence, agility, sustainability, employee wellness and corporate social responsibility. Godrej Properties has been featured among the top 50 companies listed by the Great Places to Work Institute (in partnership with The Economic Times) on four consecutive occasions. Godrej Properties, among the most respected real estate developers in India, has received over 300 awards and recognitions in the recent past including 69 in FY 2021.

Some accolades include ''National Brand Leader of India Ranked Number one by Track2Realty BrandXReport'' 2019-20, Green Developer of the Year (National), Estrade Real Estate Award 2020, Real Estate Employer in India Ranked Number one by Track2Realty BrandXReport 2019-20, Masters of Risk -Real Estate Category 7^th edition of The India Risk Management Awards, Mahatma Award, 2020 Achievement Award for CSR Excellence, CSR Leadership Awards, 2020 Best CSR Practices -World CSR Congress and The IACC COVID Crusaders Awards 2020 for serving humanity during the ongoing COVID 19 pandemic.

Godrej Properties was also awarded ''The Most Trusted Real Estate Brand'' in 2019 from the Brand Trust Report, ''Real Estate Company of the Year'' at the Ninth Construction Week Awards 2019, ''Equality and Diversity Champion 2019'' at the APREA Property Leaders Awards, ''The Economic Times Best Real Estate Brand 2018'' and ''Builder of the Year'' at the CNBC-Awaaz Real Estate Awards 2018.

Due to the default / delay on the part of the joint venture partners in fulfilling their contractual obligations, including obtaining approvals and funding, Godrej Properties initiated legal action in projects like Godrej Sky, Godrej Alive and Godrej Anandam. Godrej Properties also engaged in legal proceedings in relation to development agreements signed with the JB Advani Group for a land parcel in Bhandup. Godrej Properties is confident of its merits in each of these cases. The operations of the Company were impacted following the outbreak of the COVID-19 pandemic, subsequent lockdowns and significant labour shortages during the first half of FY21. For the financial year under review, on consolidated basis, GPL''s total income stood at H1217 crore, EBITDA was H119 crore and net loss H189 crore. The loss reported in the FY 2021 was due to three one-time charges made to the P&L account relating to provisions. The first of these charges was the long-term incentive scheme payable to certain employees in financial years 2023 and 2024, subject to specific parameters being met. This amounted to H121 crore and was taken in FY 2021 based on prudence and a high likelihood of these parameters being achieved. The second of these charges amounted to H88 crore and was required due to a shift to the new tax rate, which required remeasuring deferred tax assets. The last of the charges was due to a write-down in legacy projects, including Godrej Prakriti in Kolkata, Godrej Palm Grove in Chennai, Godrej Alpine in Mangalore etc. amounting to H76 crore. Excluding these one-time charges to the P&L account, EBITDA would have been H316 crore and net profit H46 crore in the financial year.

5. PROSPECTS AND OUTLOOK:

The outbreak of the COVID-19 pandemic adversely impacted the sectorial performance during FY21. However, in the second half, the Company reported a turnaround in performance. The

recent surge in cases following the second COVID-19 wave could impact demand in the first half of FY22 but the start of vaccine rollout coupled with low home loan interest rates and an increased desire to pursue home ownership will likely revive demand.

While the pandemic may have affected the industry at large, the operational momentum of your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline. A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, Godrej Properties remains optimistic about the long-term sectorial direction. With a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities, your Company is poised for a high growth trajectory.

Going forward, Godrej Properties believes that the technology will play a vital role in moderating the impact of COVID-19. In view of this, your Company is focusing on digital sales. Godrej Properties has been improving on-site facilities to create a safe working environment. These measures could help the Company tide over the COVID-19 impact and enhance long term efficiency.

Godrej Properties will focus on opportunistic growth in the current environment to create a healthy project pipeline. The Company''s Qualified Institutional Placement (QIP) of H3,750 crore was the largest ever by an Indian real estate company and will support growth aspirations and provide opportunities to rapidly scale the business. Godrej Properties will continue to focus on the four key markets of Mumbai, National Capital Region, Bengaluru and Pune. When evaluating new projects, Godrej Properties will continue to seek superior long-term shareholder value growth by maximizing returns through optimal financing and fiscal discipline. Godrej Properties will enhance process agility to reduce project launch turnaround times. Godrej Properties shall seek to drive profitability, improve customer experience and adopt digital technologies.

COVID-19 - Challenges & Mitigation

In the financial year 2020-21, Godrej Properties experienced several unprecedented challenges following the outbreak of COVID-19. The government resources were subjected to stress but several Indian businesses and philanthropic bodies came together to support the nation. The Godrej Group responded to the Outbreak by:

Supporting local communities

• Provided ration to over 10,685 contract workers at all Godrej Consumer Products and Godrej Agrovet sites and to 8,900 construction workers at Godrej Properties sites.

• Supported 30,169 families around Godrej Consumer Products and Godrej Agrovet sites with food and hygiene kits and area fumigation.

Protecting people in our ecosystem

• Provided safety kits for over 46,120 people, including contract workers, Godrej Consumer Products transporters, field sales personnel and Godrej Professional salonists.

• Made direct cash transfers to 250 market research agents to help meet the basic needs of families.

Strengthening public healthcare

• Mumbai: Procured and delivered supplies worth H6.97 crore for the Brihanmumbai Municipal Corporation (BMC). Supported 2 quarantine centers with a total capacity of 450 beds, set up a 75-bed isolation facility, provided 3 mobile testing autorickshaws to the BMC and oxygen support to urban settlements.

• Contributed 115 hospitals beds to the Government of Maharashtra.

• Godrej Consumer Products provided 10,000 PPE kits in Mumbai and Delhi, supported local authorities around manufacturing sites for health equipment.

Providing relief to the most affected populations

• Provided food relief and/or hygiene kits to over 43,874 families across India.

• Supplied 96,000 meals from our global headquarters Godrej One; supported in providing 25,000 cooked meals in Mumbai.

Supporting government efforts

• Extended monetary and/or protective supplies to state and local administrations.

• Godrej Group companies matched the voluntary payroll contribution by over 4,400 Godrejites and donated H6.98 crore to the PM CARES Fund.

The first wave of COVID-19 was unleashed in India in March 2020. With a nationwide lockdown declared in the third week of March 2020, a mass exodus of labourers was observed across all GPL project sites from March to June 2020, impacting construction progress and collections. There was panic among migrant workers, being worried about their health and uncertainty leading to an exodus. Worker strength dropped from a pre-COVID level of 9800 in February 2020 to 4300 in June 2020 across all our project sites. New workers did not come to the project sites during this period. Besides, there was unavailability of material or delay in material delivery during this period.

GPL''s priority always has been worker safety and well-being. It provided complete support to labourers during the lock down.

Some important initiatives included provision of clean and sanitized labour camps, availability of drinking water and ration supply in coordination with contractors and NGOs. GPL ensured safe and hygienic working conditions at the project sites. Each labourer was provided safety supports like masks, sanitizers etc. and were trained on personal hygiene and social distancing. A medical officer inspected camps daily to check on individuals who were unwell. Isolation centres were also made available. Various signages and posters in the common areas of these camps reiterated the importance of health and safety precautions, which provided assurance to workers about their health and safety needs. Following the gradual lifting of the lockdown, there were concerns of reduced working hours due to night curfews and productivity loss due to the time consumed in following COVID-19 protocols. GPL introduced a host of initiatives to retain existing labourers and enlist new labourers through the following provisions:

• Reimbursing transportation costs of all returning workers from their hometowns to project sites

• Mandatory 14 day quarantine period was observed for returning workers. Labour wages for this period were reimbursed

• COVID-19 testing was being carried out at the cost borne by GPL

• Medical clinics were set up at GPL''s sites

• Financial incentives were introduced for workers to stay back at GPL''s project sites

On account of these measures, worker strength increased from 4,300 in June 2020 to 16,000 in February 2021, 1.6 times the pre-COVID strength.

For all office employees across the country, safe working spaces were made available through regular sanitization, communication campaigns on various precautions in office and while travelling to office. All security personnel, housekeeping and pantry staff were trained on safety measures including thermal screening for all individuals entering the premises, including customers and vendors.

Though the year was challenging, GPL demonstrated resilience. It was heart-warming to see not just on-ground support teams, spearheaded by HR team members, but all employees come together to create a COVID-19 support repository that addressed employees and dependents in medical emergencies and needs related to the availability of hospital beds, ICUs, ventilators, ambulance, blood plasma donations, oxygen concentrators and medicine. Some other COVID-19 relief initiatives that GPL introduced for employees included the following:

• COVID-19 Cell support for assistance in hospital

• Insurance cover to employees for COVID-19 as part of the Godrej Medical Scheme for hospitalization

• 24/7 doctor tele-consultation facility in collaboration with Apollo Hospitals, through an exclusive Godrej helpline number

• Hotel quarantine facility for employees

• Home quarantine benefit for all employees and dependents advised to be quarantined at home by a medical practitioner

• Reimbursement of vaccination-related expenses

• 24/7 psychological wellness consultation services through an employee assistance program partner, where employees could speak confidentially to a qualified and experienced counsellor

The Company is in discussions with various agencies to undertake COVID-19 vaccination drive for all of its employees and their dependent family members at its various offices and on-site locations.

6. 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 31,2021,99.99% of the equity shares of the Company were held in dematerialised form.

7. ISSUE OF NON-CONVERTIBLE DEBENTURES:

During the year, the Company has issued 10,000 unsecured, redeemable, rated, listed, Non-Convertible Debentures (NCDs) having face value of H10,00,000 per debenture, aggregating H1,000 crore. The proceeds of the issue of NCDs were utilised towards refinancing of existing debt as per the objects of the issue stated in the Disclosure Document.

8. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the "Companies Act”) the Annual Return for the financial year ended March 31,2021 is available on the website of the Company at https://www.qodrejproperties.com/investor/ annual-reports.

9. NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (five) times in the financial year ended March 31, 2021 on May 11, 2020, August 05, 2020, November 03, 2020, February 04, 2021 and February 16, 2021. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 202021 are given in the Corporate Governance Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures.

11. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the loss of the Company for the financial year ended on March 31,2021.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31,2021 on a ''going concern'' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

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

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the

Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies for a period not less than three years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

12. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure II to this Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 20202021 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm''s length basis. During the financial year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 43) forming part of the standalone financial statements. The transactions with person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company as required under Schedule V Part A (2A) of SEBI LODR Regulations is given as Note No. 43 (on Related Party Transaction) forming part of the standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions, which is available on the website of the Company at https://www.godrejproperties.com/investor/ corporate-governance

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31,2021 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure III to this Report.

17. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify and assess business risks and opportunities. The composition of the Committee is in compliance with Regulation 21 of the SEBI LODR Regulations. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are given in CSR Report appended as Annexure IV to this Report. The CSR Policy is available on the website of the Company https://www.godrejproperties.com/investor/corporate-governance

19. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

20. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and enhance the effectiveness of the Board, its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Executive Chairman and the Nomination & Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairman''s Feedback Report

The performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The following reports were created as part of the evaluation:

• Board''s Feedback Report

• Individual Board Member''s Feedback Report

• Chairman''s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth along with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members'' feedback was shared with the Executive Chairman. Following his evaluation, Executive Chairman''s Feedback Report was also compiled.

21. SUBSIDIARY COMPANIES:

A. Subsidiaries

As at March 31, 2021, the Company had 18 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Garden City Properties Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Projects Development Limited, Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private Limited, Citystar Infraprojects

Limited, Godrej Residency Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Home Developers Private Limited, Godrej Skyline Developers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Ceear Lifespaces Private Limited, Godrej Precast Construction Private Limited, Godrej Green Woods Private Limited and Godrej Properties Worldwide INC.

The audited financial statements of all the subsidiaries are available on the website of the Company www. godrejproperties.com

As at March 31, 2021, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited, Godrej Green Homes Limited, Godrej Macbricks Private Limited, Vivrut Developers Private Limited and Yujya Developers Private Limited are associate companies of the Company.

The National Company Law Tribunal at Mumbai Bench ("NCLT”), vide order dated September 14, 2020, sanctioned a Scheme of Arrangement of Wonder Space Properties Private Limited (a wholly owned subsidiary of our Company as at March 31, 2020) with the Company. A certified copy of the said scheme has been filed by the Company with the Registrar of Companies, Mumbai, on October 26, 2020. The appointed date of the scheme is April 5, 2019.

The Board of Ceear Lifespaces Private Limited and the Company, at their respective meetings dated November 3, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, of Ceear Lifespaces Private Limited with the Company. The said scheme is subject to the requisite statutory/ regulatory approvals including the approval of NCLT.

The Board of Godrej Landmark Redevelopers Private Limited and Godrej Projects Development Limited, both wholly owned subsidiaries of the Company, at their respective meetings held on November 2, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, 2013 of Godrej Landmark Redevelopers Private Limited with Godrej Projects Development Limited. The said scheme is subject to the requisite statutory/ regulatory approvals, including the approval of NCLT.

During the financial year, Godrej Green Woods Private Limited and Godrej Precast Construction Private Limited were incorporated as wholly owned subsidiaries of the Company on May 26, 2020 and July 19, 2020 respectively.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31,2021:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. M S Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Godrej Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. Mahalunge Township Developers LLP

13. Godrej Developers & Properties LLP

14. Godrej Highrises Realty LLP

15. Godrej Project Developers & Properties LLP

16. A R Landcraft LLP

17. Godrej Highview LLP

18. Prakhhyat Dewellings LLP

19. Godrej Skyview LLP

20. Bavdhan Realty @ Pune 21 LLP

21. Godrej Green Properties LLP

22. Maan - Hinje Township Developers LLP

23. Godrej Projects (Soma) LLP

24. Godrej Projects North Star LLP

25. Godrej Projects North LLP

26. Godrej Reserve LLP

27. Godrej Athenmark LLP

28. Godrej Vestamark LLP

29. Godrej Irismark LLP

30. Manjari Housing Projects LLP

31. Rosebery Estate LLP

32. Embellish Houses LLP

33. Godrej City Facilities Management LLP

34. Suncity Infrastructure (Mumbai) LLP

35. Godrej Florentine LLP

36. Godrej Odyssey LLP

37. Godrej Olympia LLP

38. Ashank Realty Management LLP

39. Ashank Facility Management LLP

40. Manyata Industrial Parks LLP

41. Universal Metro Properties LLP

C. Material Unlisted Indian Subsidiary:

As at March 31, 2021, Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited were considered material un-listed Indian subsidiaries under Regulation 24 of SEBI LODR Regulations.

22. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements

have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements. The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is given as Annexure A in Consolidated Financials.

23. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT. 2013-

Sl. No.	Particulars	(J in crore)
1	Accepted during the year	0
2	Remained unpaid or unclaimed as at the end of the year	0.29
3	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-
	(i) at the beginning of the year	0
	(ii) maximum during the year	0
	(iii) at the end of the year	0
4	details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act	0

The Company has not accepted any deposits from its Directors.

24. COST RECORDS

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act for the financial year ended March 31, 2021.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS-

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROL SYSTEM-

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

27. AUDIT COMMITTEE-

Your Company''s Audit Committee comprises the following

5 (five) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Pranay D. Vakil, Mr. Amitava Mukherjee and Ms. Sutapa Banerjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL-

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Nadir Godrej (DIN: 00066195) will retire by rotation at the ensuing Annual General Meeting ("AGM”) and being eligible, has offered himself for re-appointment.

The Board based on recommendation of the Nomination

6 Remuneration Committee and subject to approval of the members of the Company, reappointed Mr. Pirojsha Godrej as the Whole Time Director designated as Executive Chairman and Mr. Mohit Malhotra as the Managing Director & Chief Executive Officer of the Company for a further period of 3 (three) years with effect from April 01,2021.

Mr. Pirojsha Godrej (DIN: 00432983) - Whole Time Director designated as Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director & Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Surender Varma - Company Secretary and Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report.

The necessary Resolutions for re-appointment of Mr. Nadir Godrej, Mr. Pirojsha Godrej and Mr. Mohit Malhotra have been included in the Notice of the forthcoming AGM for the approval of the members.

29. STATUTORY AUDITORS'' REPORT-

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BSR & Co. LLP Statutory Auditors, in their report.

30. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2021-22 at a fee of H1,16,000 (Rupees One Lakh Sixteen Thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing AGM pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

31. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. A K Jain & Co., Practicing Company Secretary, to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit is appended to this Report as Annexure V.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A K Jain & Co., Company Secretary in practice, in their Secretarial Audit Report. The observation made by M/s. A K Jain & Co. in the Secretarial Audit Report is self explanatory.

The Company''s unlisted material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited are available on the website of the Company. The Secretarial Audit Report of these unlisted material subsidiaries does not contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

32. FRAUD REPORTING:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

34. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

35. INTERNAL COMPLAINTS COMMITTEE:

The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). The details required to be disclosed under POSH forms part of the Corporate Governance Report.

36. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VI to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

37. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 ("GPL ESGS”) is appended as Annexure VII to this Report.

38. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2021 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year.

41. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31,2021. The details of the award received are given at page 5 of this Annual Report.

42. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company''s progress. The Directors also acknowledge the hard work, dedication and commitment of the employees.

---

Mar 31, 2021

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Sixth Directors'' Report of Godrej Properties Limited ("Godrej Properties”, "GPL” or "the Company”) along with the financial statements for the financial year ended March 31,2021.

1. OPERATING RESULTS:

Certain key aspects of the Company''s performance (on a standalone basis) during the financial year ended March 31,2021, as compared to the previous financial year are summarized below:

(Hin crore)
Particulars	Financial Year	Financial Year
	2020-2021	2019-2020 (Restated)
Revenue from Operations	570.42	2,085.36
Other Income	671.00	519.96
Total Income	1,241.42	2,605.32
Profit/ (Loss) before Tax	83.44	622.05
Profit/ (Loss) after Tax	(42.81)	384.16
Other Comprehensive Income	(0.53)	(0.68)
Total Comprehensive Income	(43.34)	383.48

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.godrejproperties.com/ investor/corporategovernance.

The Board strongly believes that the current market scenario would offer attractive business development opportunities in the real estate sector and re-investing the capital in such opportunities would create more wealth and value for the shareholders in long term. Accordingly, with a view to create long term economic value, your Directors have not recommended any dividend for the year ended March 31, 2021.

3. SHARE CAPITAL:

During the financial year ended March 31,2021, the Company issued and allotted 57,072 equity shares of H5 each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 (GPL ESGS).

Pursuant to the approval of the members of the Company through Postal Ballot on March 08, 2021, the Company, under the Qualified Institutional Placement mechanism, issued and allotted 2,58,62,068 Equity Shares of face value of H5 each to eligible Qualified Institutional Buyers at the issue price of H1,450, aggregating to H3,750 Crore.

As at March 31, 2021, the issued, subscribed and paid-up equity share capital of the Company stands at 27,79,43,051 equity shares of H5 each. The Company has neither issued

shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS.

4. OVERVIEW OF OPERATIONS:

Despite the pandemic creating significant challenges, Godrej Properties achieved the highest sales in its existence and the highest sales by any of the Indian developers in FY 2021. This was inspired by innovative efforts across touch points, including an increased focus on digital sales, attractive payment plans and the customer trust.

Godrej Properties achieved a sales volume of 10.8 million square feet and booking value of H6,725 crore in FY21, resulting in a growth of 14% Y-o-Y Godrej Properties recorded a booking value in excess of H5000 crore for the fifth time in six years. Godrej Properties achieved sale volumes of more than 1.5 million sq. ft. and sales value of more than H1,300 crore in all four markets of focus. Godrej Properties launched 11 projects/phases in FY21, including Sector 43 Noida, with a booking value of H509 crore and Godrej Royale Woods, Bengaluru, with a booking value of H371 crore. These successful launches were complemented by H4,550 crore of sustenance sales in FY21, the highest ever by the Company in a financial year.

Godrej Properties has added four new projects with saleable potential of around 6 million sq. ft. to its portfolio. One key achievement was the acquisition of 18 acres of land in Whitefield, Bengaluru, with saleable potential of 2.5 million sq. ft. Your Company emerged the highest bidder in the CIDCO e-auctioning process for two adjacent plots in Sanpada, Mumbai. Spread over ~1.5 acres, this project offers ~4 lakh square feet of development potential comprising premium residential apartments with a small amount of high-street retail at its base.

On the operational front, Godrej Properties successfully delivered 6.5 million sq.ft across projects. With this, Godrej Properties has successfully delivered over 28 million sq. ft. in six years. The Company''s delivery record demonstrates that it can operate at a large scale and keep pace with accelerating sales. Godrej Properties focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardization.

Godrej Properties focuses on excellence, agility, sustainability, employee wellness and corporate social responsibility. Godrej Properties has been featured among the top 50 companies listed by the Great Places to Work Institute (in partnership with The Economic Times) on four consecutive occasions. Godrej Properties, among the most respected real estate developers in India, has received over 300 awards and recognitions in the recent past including 69 in FY 2021.

Some accolades include ''National Brand Leader of India Ranked Number one by Track2Realty BrandXReport'' 2019-20, Green Developer of the Year (National), Estrade Real Estate Award 2020, Real Estate Employer in India Ranked Number one by Track2Realty BrandXReport 2019-20, Masters of Risk -Real Estate Category 7^th edition of The India Risk Management Awards, Mahatma Award, 2020 Achievement Award for CSR Excellence, CSR Leadership Awards, 2020 Best CSR Practices -World CSR Congress and The IACC COVID Crusaders Awards 2020 for serving humanity during the ongoing COVID 19 pandemic.

Godrej Properties was also awarded ''The Most Trusted Real Estate Brand'' in 2019 from the Brand Trust Report, ''Real Estate Company of the Year'' at the Ninth Construction Week Awards 2019, ''Equality and Diversity Champion 2019'' at the APREA Property Leaders Awards, ''The Economic Times Best Real Estate Brand 2018'' and ''Builder of the Year'' at the CNBC-Awaaz Real Estate Awards 2018.

Due to the default / delay on the part of the joint venture partners in fulfilling their contractual obligations, including obtaining approvals and funding, Godrej Properties initiated legal action in projects like Godrej Sky, Godrej Alive and Godrej Anandam. Godrej Properties also engaged in legal proceedings in relation to development agreements signed with the JB Advani Group for a land parcel in Bhandup. Godrej Properties is confident of its merits in each of these cases. The operations of the Company were impacted following the outbreak of the COVID-19 pandemic, subsequent lockdowns and significant labour shortages during the first half of FY21. For the financial year under review, on consolidated basis, GPL''s total income stood at H1217 crore, EBITDA was H119 crore and net loss H189 crore. The loss reported in the FY 2021 was due to three one-time charges made to the P&L account relating to provisions. The first of these charges was the long-term incentive scheme payable to certain employees in financial years 2023 and 2024, subject to specific parameters being met. This amounted to H121 crore and was taken in FY 2021 based on prudence and a high likelihood of these parameters being achieved. The second of these charges amounted to H88 crore and was required due to a shift to the new tax rate, which required remeasuring deferred tax assets. The last of the charges was due to a write-down in legacy projects, including Godrej Prakriti in Kolkata, Godrej Palm Grove in Chennai, Godrej Alpine in Mangalore etc. amounting to H76 crore. Excluding these one-time charges to the P&L account, EBITDA would have been H316 crore and net profit H46 crore in the financial year.

5. PROSPECTS AND OUTLOOK:

The outbreak of the COVID-19 pandemic adversely impacted the sectorial performance during FY21. However, in the second half, the Company reported a turnaround in performance. The

recent surge in cases following the second COVID-19 wave could impact demand in the first half of FY22 but the start of vaccine rollout coupled with low home loan interest rates and an increased desire to pursue home ownership will likely revive demand.

While the pandemic may have affected the industry at large, the operational momentum of your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline. A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, Godrej Properties remains optimistic about the long-term sectorial direction. With a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities, your Company is poised for a high growth trajectory.

Going forward, Godrej Properties believes that the technology will play a vital role in moderating the impact of COVID-19. In view of this, your Company is focusing on digital sales. Godrej Properties has been improving on-site facilities to create a safe working environment. These measures could help the Company tide over the COVID-19 impact and enhance long term efficiency.

Godrej Properties will focus on opportunistic growth in the current environment to create a healthy project pipeline. The Company''s Qualified Institutional Placement (QIP) of H3,750 crore was the largest ever by an Indian real estate company and will support growth aspirations and provide opportunities to rapidly scale the business. Godrej Properties will continue to focus on the four key markets of Mumbai, National Capital Region, Bengaluru and Pune. When evaluating new projects, Godrej Properties will continue to seek superior long-term shareholder value growth by maximizing returns through optimal financing and fiscal discipline. Godrej Properties will enhance process agility to reduce project launch turnaround times. Godrej Properties shall seek to drive profitability, improve customer experience and adopt digital technologies.

COVID-19 - Challenges & Mitigation

In the financial year 2020-21, Godrej Properties experienced several unprecedented challenges following the outbreak of COVID-19. The government resources were subjected to stress but several Indian businesses and philanthropic bodies came together to support the nation. The Godrej Group responded to the Outbreak by:

Supporting local communities

• Provided ration to over 10,685 contract workers at all Godrej Consumer Products and Godrej Agrovet sites and to 8,900 construction workers at Godrej Properties sites.

• Supported 30,169 families around Godrej Consumer Products and Godrej Agrovet sites with food and hygiene kits and area fumigation.

Protecting people in our ecosystem

• Provided safety kits for over 46,120 people, including contract workers, Godrej Consumer Products transporters, field sales personnel and Godrej Professional salonists.

• Made direct cash transfers to 250 market research agents to help meet the basic needs of families.

Strengthening public healthcare

• Mumbai: Procured and delivered supplies worth H6.97 crore for the Brihanmumbai Municipal Corporation (BMC). Supported 2 quarantine centers with a total capacity of 450 beds, set up a 75-bed isolation facility, provided 3 mobile testing autorickshaws to the BMC and oxygen support to urban settlements.

• Contributed 115 hospitals beds to the Government of Maharashtra.

• Godrej Consumer Products provided 10,000 PPE kits in Mumbai and Delhi, supported local authorities around manufacturing sites for health equipment.

Providing relief to the most affected populations

• Provided food relief and/or hygiene kits to over 43,874 families across India.

• Supplied 96,000 meals from our global headquarters Godrej One; supported in providing 25,000 cooked meals in Mumbai.

Supporting government efforts

• Extended monetary and/or protective supplies to state and local administrations.

• Godrej Group companies matched the voluntary payroll contribution by over 4,400 Godrejites and donated H6.98 crore to the PM CARES Fund.

The first wave of COVID-19 was unleashed in India in March 2020. With a nationwide lockdown declared in the third week of March 2020, a mass exodus of labourers was observed across all GPL project sites from March to June 2020, impacting construction progress and collections. There was panic among migrant workers, being worried about their health and uncertainty leading to an exodus. Worker strength dropped from a pre-COVID level of 9800 in February 2020 to 4300 in June 2020 across all our project sites. New workers did not come to the project sites during this period. Besides, there was unavailability of material or delay in material delivery during this period.

GPL''s priority always has been worker safety and well-being. It provided complete support to labourers during the lock down.

Some important initiatives included provision of clean and sanitized labour camps, availability of drinking water and ration supply in coordination with contractors and NGOs. GPL ensured safe and hygienic working conditions at the project sites. Each labourer was provided safety supports like masks, sanitizers etc. and were trained on personal hygiene and social distancing. A medical officer inspected camps daily to check on individuals who were unwell. Isolation centres were also made available. Various signages and posters in the common areas of these camps reiterated the importance of health and safety precautions, which provided assurance to workers about their health and safety needs. Following the gradual lifting of the lockdown, there were concerns of reduced working hours due to night curfews and productivity loss due to the time consumed in following COVID-19 protocols. GPL introduced a host of initiatives to retain existing labourers and enlist new labourers through the following provisions:

• Reimbursing transportation costs of all returning workers from their hometowns to project sites

• Mandatory 14 day quarantine period was observed for returning workers. Labour wages for this period were reimbursed

• COVID-19 testing was being carried out at the cost borne by GPL

• Medical clinics were set up at GPL''s sites

• Financial incentives were introduced for workers to stay back at GPL''s project sites

On account of these measures, worker strength increased from 4,300 in June 2020 to 16,000 in February 2021, 1.6 times the pre-COVID strength.

For all office employees across the country, safe working spaces were made available through regular sanitization, communication campaigns on various precautions in office and while travelling to office. All security personnel, housekeeping and pantry staff were trained on safety measures including thermal screening for all individuals entering the premises, including customers and vendors.

Though the year was challenging, GPL demonstrated resilience. It was heart-warming to see not just on-ground support teams, spearheaded by HR team members, but all employees come together to create a COVID-19 support repository that addressed employees and dependents in medical emergencies and needs related to the availability of hospital beds, ICUs, ventilators, ambulance, blood plasma donations, oxygen concentrators and medicine. Some other COVID-19 relief initiatives that GPL introduced for employees included the following:

• COVID-19 Cell support for assistance in hospital

• Insurance cover to employees for COVID-19 as part of the Godrej Medical Scheme for hospitalization

• 24/7 doctor tele-consultation facility in collaboration with Apollo Hospitals, through an exclusive Godrej helpline number

• Hotel quarantine facility for employees

• Home quarantine benefit for all employees and dependents advised to be quarantined at home by a medical practitioner

• Reimbursement of vaccination-related expenses

• 24/7 psychological wellness consultation services through an employee assistance program partner, where employees could speak confidentially to a qualified and experienced counsellor

The Company is in discussions with various agencies to undertake COVID-19 vaccination drive for all of its employees and their dependent family members at its various offices and on-site locations.

6. 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 31,2021,99.99% of the equity shares of the Company were held in dematerialised form.

7. ISSUE OF NON-CONVERTIBLE DEBENTURES:

During the year, the Company has issued 10,000 unsecured, redeemable, rated, listed, Non-Convertible Debentures (NCDs) having face value of H10,00,000 per debenture, aggregating H1,000 crore. The proceeds of the issue of NCDs were utilised towards refinancing of existing debt as per the objects of the issue stated in the Disclosure Document.

8. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the "Companies Act”) the Annual Return for the financial year ended March 31,2021 is available on the website of the Company at https://www.qodrejproperties.com/investor/ annual-reports.

9. NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (five) times in the financial year ended March 31, 2021 on May 11, 2020, August 05, 2020, November 03, 2020, February 04, 2021 and February 16, 2021. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 202021 are given in the Corporate Governance Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures.

11. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the loss of the Company for the financial year ended on March 31,2021.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31,2021 on a ''going concern'' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

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

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the

Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies for a period not less than three years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

12. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure II to this Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 20202021 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm''s length basis. During the financial year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 43) forming part of the standalone financial statements. The transactions with person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company as required under Schedule V Part A (2A) of SEBI LODR Regulations is given as Note No. 43 (on Related Party Transaction) forming part of the standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions, which is available on the website of the Company at https://www.godrejproperties.com/investor/ corporate-governance

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31,2021 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure III to this Report.

17. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify and assess business risks and opportunities. The composition of the Committee is in compliance with Regulation 21 of the SEBI LODR Regulations. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are given in CSR Report appended as Annexure IV to this Report. The CSR Policy is available on the website of the Company https://www.godrejproperties.com/investor/corporate-governance

19. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

20. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and enhance the effectiveness of the Board, its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Executive Chairman and the Nomination & Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairman''s Feedback Report

The performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The following reports were created as part of the evaluation:

• Board''s Feedback Report

• Individual Board Member''s Feedback Report

• Chairman''s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth along with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members'' feedback was shared with the Executive Chairman. Following his evaluation, Executive Chairman''s Feedback Report was also compiled.

21. SUBSIDIARY COMPANIES:

A. Subsidiaries

As at March 31, 2021, the Company had 18 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Garden City Properties Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Projects Development Limited, Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private Limited, Citystar Infraprojects

Limited, Godrej Residency Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Home Developers Private Limited, Godrej Skyline Developers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Ceear Lifespaces Private Limited, Godrej Precast Construction Private Limited, Godrej Green Woods Private Limited and Godrej Properties Worldwide INC.

The audited financial statements of all the subsidiaries are available on the website of the Company www. godrejproperties.com

As at March 31, 2021, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited, Godrej Green Homes Limited, Godrej Macbricks Private Limited, Vivrut Developers Private Limited and Yujya Developers Private Limited are associate companies of the Company.

The National Company Law Tribunal at Mumbai Bench ("NCLT”), vide order dated September 14, 2020, sanctioned a Scheme of Arrangement of Wonder Space Properties Private Limited (a wholly owned subsidiary of our Company as at March 31, 2020) with the Company. A certified copy of the said scheme has been filed by the Company with the Registrar of Companies, Mumbai, on October 26, 2020. The appointed date of the scheme is April 5, 2019.

The Board of Ceear Lifespaces Private Limited and the Company, at their respective meetings dated November 3, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, of Ceear Lifespaces Private Limited with the Company. The said scheme is subject to the requisite statutory/ regulatory approvals including the approval of NCLT.

The Board of Godrej Landmark Redevelopers Private Limited and Godrej Projects Development Limited, both wholly owned subsidiaries of the Company, at their respective meetings held on November 2, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, 2013 of Godrej Landmark Redevelopers Private Limited with Godrej Projects Development Limited. The said scheme is subject to the requisite statutory/ regulatory approvals, including the approval of NCLT.

During the financial year, Godrej Green Woods Private Limited and Godrej Precast Construction Private Limited were incorporated as wholly owned subsidiaries of the Company on May 26, 2020 and July 19, 2020 respectively.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31,2021:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. M S Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Godrej Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. Mahalunge Township Developers LLP

13. Godrej Developers & Properties LLP

14. Godrej Highrises Realty LLP

15. Godrej Project Developers & Properties LLP

16. A R Landcraft LLP

17. Godrej Highview LLP

18. Prakhhyat Dewellings LLP

19. Godrej Skyview LLP

20. Bavdhan Realty @ Pune 21 LLP

21. Godrej Green Properties LLP

22. Maan - Hinje Township Developers LLP

23. Godrej Projects (Soma) LLP

24. Godrej Projects North Star LLP

25. Godrej Projects North LLP

26. Godrej Reserve LLP

27. Godrej Athenmark LLP

28. Godrej Vestamark LLP

29. Godrej Irismark LLP

30. Manjari Housing Projects LLP

31. Rosebery Estate LLP

32. Embellish Houses LLP

33. Godrej City Facilities Management LLP

34. Suncity Infrastructure (Mumbai) LLP

35. Godrej Florentine LLP

36. Godrej Odyssey LLP

37. Godrej Olympia LLP

38. Ashank Realty Management LLP

39. Ashank Facility Management LLP

40. Manyata Industrial Parks LLP

41. Universal Metro Properties LLP

C. Material Unlisted Indian Subsidiary:

As at March 31, 2021, Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited were considered material un-listed Indian subsidiaries under Regulation 24 of SEBI LODR Regulations.

22. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements

have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements. The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is given as Annexure A in Consolidated Financials.

23. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT. 2013-

Sl. No.	Particulars	(J in crore)
1	Accepted during the year	0
2	Remained unpaid or unclaimed as at the end of the year	0.29
3	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-
	(i) at the beginning of the year	0
	(ii) maximum during the year	0
	(iii) at the end of the year	0
4	details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act	0

The Company has not accepted any deposits from its Directors.

24. COST RECORDS

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act for the financial year ended March 31, 2021.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS-

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROL SYSTEM-

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

27. AUDIT COMMITTEE-

Your Company''s Audit Committee comprises the following

5 (five) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Pranay D. Vakil, Mr. Amitava Mukherjee and Ms. Sutapa Banerjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL-

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Nadir Godrej (DIN: 00066195) will retire by rotation at the ensuing Annual General Meeting ("AGM”) and being eligible, has offered himself for re-appointment.

The Board based on recommendation of the Nomination

6 Remuneration Committee and subject to approval of the members of the Company, reappointed Mr. Pirojsha Godrej as the Whole Time Director designated as Executive Chairman and Mr. Mohit Malhotra as the Managing Director & Chief Executive Officer of the Company for a further period of 3 (three) years with effect from April 01,2021.

Mr. Pirojsha Godrej (DIN: 00432983) - Whole Time Director designated as Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director & Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Surender Varma - Company Secretary and Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report.

The necessary Resolutions for re-appointment of Mr. Nadir Godrej, Mr. Pirojsha Godrej and Mr. Mohit Malhotra have been included in the Notice of the forthcoming AGM for the approval of the members.

29. STATUTORY AUDITORS'' REPORT-

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BSR & Co. LLP Statutory Auditors, in their report.

30. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2021-22 at a fee of H1,16,000 (Rupees One Lakh Sixteen Thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing AGM pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

31. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. A K Jain & Co., Practicing Company Secretary, to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit is appended to this Report as Annexure V.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A K Jain & Co., Company Secretary in practice, in their Secretarial Audit Report. The observation made by M/s. A K Jain & Co. in the Secretarial Audit Report is self explanatory.

The Company''s unlisted material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited are available on the website of the Company. The Secretarial Audit Report of these unlisted material subsidiaries does not contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

32. FRAUD REPORTING:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

34. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

35. INTERNAL COMPLAINTS COMMITTEE:

The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). The details required to be disclosed under POSH forms part of the Corporate Governance Report.

36. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VI to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

37. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 ("GPL ESGS”) is appended as Annexure VII to this Report.

38. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2021 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year.

41. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31,2021. The details of the award received are given at page 5 of this Annual Report.

42. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company''s progress. The Directors also acknowledge the hard work, dedication and commitment of the employees.

---

Mar 31, 2021

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Sixth Directors'' Report of Godrej Properties Limited ("Godrej Properties”, "GPL” or "the Company”) along with the financial statements for the financial year ended March 31,2021.

1. OPERATING RESULTS:

Certain key aspects of the Company''s performance (on a standalone basis) during the financial year ended March 31,2021, as compared to the previous financial year are summarized below:

(Hin crore)
Particulars	Financial Year	Financial Year
	2020-2021	2019-2020 (Restated)
Revenue from Operations	570.42	2,085.36
Other Income	671.00	519.96
Total Income	1,241.42	2,605.32
Profit/ (Loss) before Tax	83.44	622.05
Profit/ (Loss) after Tax	(42.81)	384.16
Other Comprehensive Income	(0.53)	(0.68)
Total Comprehensive Income	(43.34)	383.48

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.godrejproperties.com/ investor/corporategovernance.

The Board strongly believes that the current market scenario would offer attractive business development opportunities in the real estate sector and re-investing the capital in such opportunities would create more wealth and value for the shareholders in long term. Accordingly, with a view to create long term economic value, your Directors have not recommended any dividend for the year ended March 31, 2021.

3. SHARE CAPITAL:

During the financial year ended March 31,2021, the Company issued and allotted 57,072 equity shares of H5 each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 (GPL ESGS).

Pursuant to the approval of the members of the Company through Postal Ballot on March 08, 2021, the Company, under the Qualified Institutional Placement mechanism, issued and allotted 2,58,62,068 Equity Shares of face value of H5 each to eligible Qualified Institutional Buyers at the issue price of H1,450, aggregating to H3,750 Crore.

As at March 31, 2021, the issued, subscribed and paid-up equity share capital of the Company stands at 27,79,43,051 equity shares of H5 each. The Company has neither issued

shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS.

4. OVERVIEW OF OPERATIONS:

Despite the pandemic creating significant challenges, Godrej Properties achieved the highest sales in its existence and the highest sales by any of the Indian developers in FY 2021. This was inspired by innovative efforts across touch points, including an increased focus on digital sales, attractive payment plans and the customer trust.

Godrej Properties achieved a sales volume of 10.8 million square feet and booking value of H6,725 crore in FY21, resulting in a growth of 14% Y-o-Y Godrej Properties recorded a booking value in excess of H5000 crore for the fifth time in six years. Godrej Properties achieved sale volumes of more than 1.5 million sq. ft. and sales value of more than H1,300 crore in all four markets of focus. Godrej Properties launched 11 projects/phases in FY21, including Sector 43 Noida, with a booking value of H509 crore and Godrej Royale Woods, Bengaluru, with a booking value of H371 crore. These successful launches were complemented by H4,550 crore of sustenance sales in FY21, the highest ever by the Company in a financial year.

Godrej Properties has added four new projects with saleable potential of around 6 million sq. ft. to its portfolio. One key achievement was the acquisition of 18 acres of land in Whitefield, Bengaluru, with saleable potential of 2.5 million sq. ft. Your Company emerged the highest bidder in the CIDCO e-auctioning process for two adjacent plots in Sanpada, Mumbai. Spread over ~1.5 acres, this project offers ~4 lakh square feet of development potential comprising premium residential apartments with a small amount of high-street retail at its base.

On the operational front, Godrej Properties successfully delivered 6.5 million sq.ft across projects. With this, Godrej Properties has successfully delivered over 28 million sq. ft. in six years. The Company''s delivery record demonstrates that it can operate at a large scale and keep pace with accelerating sales. Godrej Properties focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardization.

Godrej Properties focuses on excellence, agility, sustainability, employee wellness and corporate social responsibility. Godrej Properties has been featured among the top 50 companies listed by the Great Places to Work Institute (in partnership with The Economic Times) on four consecutive occasions. Godrej Properties, among the most respected real estate developers in India, has received over 300 awards and recognitions in the recent past including 69 in FY 2021.

Some accolades include ''National Brand Leader of India Ranked Number one by Track2Realty BrandXReport'' 2019-20, Green Developer of the Year (National), Estrade Real Estate Award 2020, Real Estate Employer in India Ranked Number one by Track2Realty BrandXReport 2019-20, Masters of Risk -Real Estate Category 7^th edition of The India Risk Management Awards, Mahatma Award, 2020 Achievement Award for CSR Excellence, CSR Leadership Awards, 2020 Best CSR Practices -World CSR Congress and The IACC COVID Crusaders Awards 2020 for serving humanity during the ongoing COVID 19 pandemic.

Godrej Properties was also awarded ''The Most Trusted Real Estate Brand'' in 2019 from the Brand Trust Report, ''Real Estate Company of the Year'' at the Ninth Construction Week Awards 2019, ''Equality and Diversity Champion 2019'' at the APREA Property Leaders Awards, ''The Economic Times Best Real Estate Brand 2018'' and ''Builder of the Year'' at the CNBC-Awaaz Real Estate Awards 2018.

Due to the default / delay on the part of the joint venture partners in fulfilling their contractual obligations, including obtaining approvals and funding, Godrej Properties initiated legal action in projects like Godrej Sky, Godrej Alive and Godrej Anandam. Godrej Properties also engaged in legal proceedings in relation to development agreements signed with the JB Advani Group for a land parcel in Bhandup. Godrej Properties is confident of its merits in each of these cases. The operations of the Company were impacted following the outbreak of the COVID-19 pandemic, subsequent lockdowns and significant labour shortages during the first half of FY21. For the financial year under review, on consolidated basis, GPL''s total income stood at H1217 crore, EBITDA was H119 crore and net loss H189 crore. The loss reported in the FY 2021 was due to three one-time charges made to the P&L account relating to provisions. The first of these charges was the long-term incentive scheme payable to certain employees in financial years 2023 and 2024, subject to specific parameters being met. This amounted to H121 crore and was taken in FY 2021 based on prudence and a high likelihood of these parameters being achieved. The second of these charges amounted to H88 crore and was required due to a shift to the new tax rate, which required remeasuring deferred tax assets. The last of the charges was due to a write-down in legacy projects, including Godrej Prakriti in Kolkata, Godrej Palm Grove in Chennai, Godrej Alpine in Mangalore etc. amounting to H76 crore. Excluding these one-time charges to the P&L account, EBITDA would have been H316 crore and net profit H46 crore in the financial year.

5. PROSPECTS AND OUTLOOK:

The outbreak of the COVID-19 pandemic adversely impacted the sectorial performance during FY21. However, in the second half, the Company reported a turnaround in performance. The

recent surge in cases following the second COVID-19 wave could impact demand in the first half of FY22 but the start of vaccine rollout coupled with low home loan interest rates and an increased desire to pursue home ownership will likely revive demand.

While the pandemic may have affected the industry at large, the operational momentum of your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline. A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, Godrej Properties remains optimistic about the long-term sectorial direction. With a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities, your Company is poised for a high growth trajectory.

Going forward, Godrej Properties believes that the technology will play a vital role in moderating the impact of COVID-19. In view of this, your Company is focusing on digital sales. Godrej Properties has been improving on-site facilities to create a safe working environment. These measures could help the Company tide over the COVID-19 impact and enhance long term efficiency.

Godrej Properties will focus on opportunistic growth in the current environment to create a healthy project pipeline. The Company''s Qualified Institutional Placement (QIP) of H3,750 crore was the largest ever by an Indian real estate company and will support growth aspirations and provide opportunities to rapidly scale the business. Godrej Properties will continue to focus on the four key markets of Mumbai, National Capital Region, Bengaluru and Pune. When evaluating new projects, Godrej Properties will continue to seek superior long-term shareholder value growth by maximizing returns through optimal financing and fiscal discipline. Godrej Properties will enhance process agility to reduce project launch turnaround times. Godrej Properties shall seek to drive profitability, improve customer experience and adopt digital technologies.

COVID-19 - Challenges & Mitigation

In the financial year 2020-21, Godrej Properties experienced several unprecedented challenges following the outbreak of COVID-19. The government resources were subjected to stress but several Indian businesses and philanthropic bodies came together to support the nation. The Godrej Group responded to the Outbreak by:

Supporting local communities

• Provided ration to over 10,685 contract workers at all Godrej Consumer Products and Godrej Agrovet sites and to 8,900 construction workers at Godrej Properties sites.

• Supported 30,169 families around Godrej Consumer Products and Godrej Agrovet sites with food and hygiene kits and area fumigation.

Protecting people in our ecosystem

• Provided safety kits for over 46,120 people, including contract workers, Godrej Consumer Products transporters, field sales personnel and Godrej Professional salonists.

• Made direct cash transfers to 250 market research agents to help meet the basic needs of families.

Strengthening public healthcare

• Mumbai: Procured and delivered supplies worth H6.97 crore for the Brihanmumbai Municipal Corporation (BMC). Supported 2 quarantine centers with a total capacity of 450 beds, set up a 75-bed isolation facility, provided 3 mobile testing autorickshaws to the BMC and oxygen support to urban settlements.

• Contributed 115 hospitals beds to the Government of Maharashtra.

• Godrej Consumer Products provided 10,000 PPE kits in Mumbai and Delhi, supported local authorities around manufacturing sites for health equipment.

Providing relief to the most affected populations

• Provided food relief and/or hygiene kits to over 43,874 families across India.

• Supplied 96,000 meals from our global headquarters Godrej One; supported in providing 25,000 cooked meals in Mumbai.

Supporting government efforts

• Extended monetary and/or protective supplies to state and local administrations.

• Godrej Group companies matched the voluntary payroll contribution by over 4,400 Godrejites and donated H6.98 crore to the PM CARES Fund.

The first wave of COVID-19 was unleashed in India in March 2020. With a nationwide lockdown declared in the third week of March 2020, a mass exodus of labourers was observed across all GPL project sites from March to June 2020, impacting construction progress and collections. There was panic among migrant workers, being worried about their health and uncertainty leading to an exodus. Worker strength dropped from a pre-COVID level of 9800 in February 2020 to 4300 in June 2020 across all our project sites. New workers did not come to the project sites during this period. Besides, there was unavailability of material or delay in material delivery during this period.

GPL''s priority always has been worker safety and well-being. It provided complete support to labourers during the lock down.

Some important initiatives included provision of clean and sanitized labour camps, availability of drinking water and ration supply in coordination with contractors and NGOs. GPL ensured safe and hygienic working conditions at the project sites. Each labourer was provided safety supports like masks, sanitizers etc. and were trained on personal hygiene and social distancing. A medical officer inspected camps daily to check on individuals who were unwell. Isolation centres were also made available. Various signages and posters in the common areas of these camps reiterated the importance of health and safety precautions, which provided assurance to workers about their health and safety needs. Following the gradual lifting of the lockdown, there were concerns of reduced working hours due to night curfews and productivity loss due to the time consumed in following COVID-19 protocols. GPL introduced a host of initiatives to retain existing labourers and enlist new labourers through the following provisions:

• Reimbursing transportation costs of all returning workers from their hometowns to project sites

• Mandatory 14 day quarantine period was observed for returning workers. Labour wages for this period were reimbursed

• COVID-19 testing was being carried out at the cost borne by GPL

• Medical clinics were set up at GPL''s sites

• Financial incentives were introduced for workers to stay back at GPL''s project sites

On account of these measures, worker strength increased from 4,300 in June 2020 to 16,000 in February 2021, 1.6 times the pre-COVID strength.

For all office employees across the country, safe working spaces were made available through regular sanitization, communication campaigns on various precautions in office and while travelling to office. All security personnel, housekeeping and pantry staff were trained on safety measures including thermal screening for all individuals entering the premises, including customers and vendors.

Though the year was challenging, GPL demonstrated resilience. It was heart-warming to see not just on-ground support teams, spearheaded by HR team members, but all employees come together to create a COVID-19 support repository that addressed employees and dependents in medical emergencies and needs related to the availability of hospital beds, ICUs, ventilators, ambulance, blood plasma donations, oxygen concentrators and medicine. Some other COVID-19 relief initiatives that GPL introduced for employees included the following:

• COVID-19 Cell support for assistance in hospital

• Insurance cover to employees for COVID-19 as part of the Godrej Medical Scheme for hospitalization

• 24/7 doctor tele-consultation facility in collaboration with Apollo Hospitals, through an exclusive Godrej helpline number

• Hotel quarantine facility for employees

• Home quarantine benefit for all employees and dependents advised to be quarantined at home by a medical practitioner

• Reimbursement of vaccination-related expenses

• 24/7 psychological wellness consultation services through an employee assistance program partner, where employees could speak confidentially to a qualified and experienced counsellor

The Company is in discussions with various agencies to undertake COVID-19 vaccination drive for all of its employees and their dependent family members at its various offices and on-site locations.

6. 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 31,2021,99.99% of the equity shares of the Company were held in dematerialised form.

7. ISSUE OF NON-CONVERTIBLE DEBENTURES:

During the year, the Company has issued 10,000 unsecured, redeemable, rated, listed, Non-Convertible Debentures (NCDs) having face value of H10,00,000 per debenture, aggregating H1,000 crore. The proceeds of the issue of NCDs were utilised towards refinancing of existing debt as per the objects of the issue stated in the Disclosure Document.

8. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the "Companies Act”) the Annual Return for the financial year ended March 31,2021 is available on the website of the Company at https://www.qodrejproperties.com/investor/ annual-reports.

9. NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (five) times in the financial year ended March 31, 2021 on May 11, 2020, August 05, 2020, November 03, 2020, February 04, 2021 and February 16, 2021. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 202021 are given in the Corporate Governance Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures.

11. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the loss of the Company for the financial year ended on March 31,2021.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31,2021 on a ''going concern'' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

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

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the

Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies for a period not less than three years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

12. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure II to this Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 20202021 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm''s length basis. During the financial year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 43) forming part of the standalone financial statements. The transactions with person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company as required under Schedule V Part A (2A) of SEBI LODR Regulations is given as Note No. 43 (on Related Party Transaction) forming part of the standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions, which is available on the website of the Company at https://www.godrejproperties.com/investor/ corporate-governance

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31,2021 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure III to this Report.

17. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify and assess business risks and opportunities. The composition of the Committee is in compliance with Regulation 21 of the SEBI LODR Regulations. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are given in CSR Report appended as Annexure IV to this Report. The CSR Policy is available on the website of the Company https://www.godrejproperties.com/investor/corporate-governance

19. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

20. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and enhance the effectiveness of the Board, its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Executive Chairman and the Nomination & Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairman''s Feedback Report

The performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The following reports were created as part of the evaluation:

• Board''s Feedback Report

• Individual Board Member''s Feedback Report

• Chairman''s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth along with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members'' feedback was shared with the Executive Chairman. Following his evaluation, Executive Chairman''s Feedback Report was also compiled.

21. SUBSIDIARY COMPANIES:

A. Subsidiaries

As at March 31, 2021, the Company had 18 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Garden City Properties Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Projects Development Limited, Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private Limited, Citystar Infraprojects

Limited, Godrej Residency Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Home Developers Private Limited, Godrej Skyline Developers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Ceear Lifespaces Private Limited, Godrej Precast Construction Private Limited, Godrej Green Woods Private Limited and Godrej Properties Worldwide INC.

The audited financial statements of all the subsidiaries are available on the website of the Company www. godrejproperties.com

As at March 31, 2021, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited, Godrej Green Homes Limited, Godrej Macbricks Private Limited, Vivrut Developers Private Limited and Yujya Developers Private Limited are associate companies of the Company.

The National Company Law Tribunal at Mumbai Bench ("NCLT”), vide order dated September 14, 2020, sanctioned a Scheme of Arrangement of Wonder Space Properties Private Limited (a wholly owned subsidiary of our Company as at March 31, 2020) with the Company. A certified copy of the said scheme has been filed by the Company with the Registrar of Companies, Mumbai, on October 26, 2020. The appointed date of the scheme is April 5, 2019.

The Board of Ceear Lifespaces Private Limited and the Company, at their respective meetings dated November 3, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, of Ceear Lifespaces Private Limited with the Company. The said scheme is subject to the requisite statutory/ regulatory approvals including the approval of NCLT.

The Board of Godrej Landmark Redevelopers Private Limited and Godrej Projects Development Limited, both wholly owned subsidiaries of the Company, at their respective meetings held on November 2, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, 2013 of Godrej Landmark Redevelopers Private Limited with Godrej Projects Development Limited. The said scheme is subject to the requisite statutory/ regulatory approvals, including the approval of NCLT.

During the financial year, Godrej Green Woods Private Limited and Godrej Precast Construction Private Limited were incorporated as wholly owned subsidiaries of the Company on May 26, 2020 and July 19, 2020 respectively.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31,2021:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. M S Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Godrej Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. Mahalunge Township Developers LLP

13. Godrej Developers & Properties LLP

14. Godrej Highrises Realty LLP

15. Godrej Project Developers & Properties LLP

16. A R Landcraft LLP

17. Godrej Highview LLP

18. Prakhhyat Dewellings LLP

19. Godrej Skyview LLP

20. Bavdhan Realty @ Pune 21 LLP

21. Godrej Green Properties LLP

22. Maan - Hinje Township Developers LLP

23. Godrej Projects (Soma) LLP

24. Godrej Projects North Star LLP

25. Godrej Projects North LLP

26. Godrej Reserve LLP

27. Godrej Athenmark LLP

28. Godrej Vestamark LLP

29. Godrej Irismark LLP

30. Manjari Housing Projects LLP

31. Rosebery Estate LLP

32. Embellish Houses LLP

33. Godrej City Facilities Management LLP

34. Suncity Infrastructure (Mumbai) LLP

35. Godrej Florentine LLP

36. Godrej Odyssey LLP

37. Godrej Olympia LLP

38. Ashank Realty Management LLP

39. Ashank Facility Management LLP

40. Manyata Industrial Parks LLP

41. Universal Metro Properties LLP

C. Material Unlisted Indian Subsidiary:

As at March 31, 2021, Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited were considered material un-listed Indian subsidiaries under Regulation 24 of SEBI LODR Regulations.

22. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements

have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements. The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is given as Annexure A in Consolidated Financials.

23. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT. 2013-

Sl. No.	Particulars	(J in crore)
1	Accepted during the year	0
2	Remained unpaid or unclaimed as at the end of the year	0.29
3	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-
	(i) at the beginning of the year	0
	(ii) maximum during the year	0
	(iii) at the end of the year	0
4	details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act	0

The Company has not accepted any deposits from its Directors.

24. COST RECORDS

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act for the financial year ended March 31, 2021.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS-

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROL SYSTEM-

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

27. AUDIT COMMITTEE-

Your Company''s Audit Committee comprises the following

5 (five) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Pranay D. Vakil, Mr. Amitava Mukherjee and Ms. Sutapa Banerjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL-

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Nadir Godrej (DIN: 00066195) will retire by rotation at the ensuing Annual General Meeting ("AGM”) and being eligible, has offered himself for re-appointment.

The Board based on recommendation of the Nomination

6 Remuneration Committee and subject to approval of the members of the Company, reappointed Mr. Pirojsha Godrej as the Whole Time Director designated as Executive Chairman and Mr. Mohit Malhotra as the Managing Director & Chief Executive Officer of the Company for a further period of 3 (three) years with effect from April 01,2021.

Mr. Pirojsha Godrej (DIN: 00432983) - Whole Time Director designated as Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director & Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Surender Varma - Company Secretary and Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report.

The necessary Resolutions for re-appointment of Mr. Nadir Godrej, Mr. Pirojsha Godrej and Mr. Mohit Malhotra have been included in the Notice of the forthcoming AGM for the approval of the members.

29. STATUTORY AUDITORS'' REPORT-

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BSR & Co. LLP Statutory Auditors, in their report.

30. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2021-22 at a fee of H1,16,000 (Rupees One Lakh Sixteen Thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing AGM pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

31. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. A K Jain & Co., Practicing Company Secretary, to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit is appended to this Report as Annexure V.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A K Jain & Co., Company Secretary in practice, in their Secretarial Audit Report. The observation made by M/s. A K Jain & Co. in the Secretarial Audit Report is self explanatory.

The Company''s unlisted material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited are available on the website of the Company. The Secretarial Audit Report of these unlisted material subsidiaries does not contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

32. FRAUD REPORTING:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

34. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

35. INTERNAL COMPLAINTS COMMITTEE:

The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). The details required to be disclosed under POSH forms part of the Corporate Governance Report.

36. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VI to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

37. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 ("GPL ESGS”) is appended as Annexure VII to this Report.

38. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2021 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year.

41. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31,2021. The details of the award received are given at page 5 of this Annual Report.

42. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company''s progress. The Directors also acknowledge the hard work, dedication and commitment of the employees.

---

Mar 31, 2021

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Sixth Directors'' Report of Godrej Properties Limited ("Godrej Properties”, "GPL” or "the Company”) along with the financial statements for the financial year ended March 31,2021.

1. OPERATING RESULTS:

Certain key aspects of the Company''s performance (on a standalone basis) during the financial year ended March 31,2021, as compared to the previous financial year are summarized below:

(Hin crore)
Particulars	Financial Year	Financial Year
	2020-2021	2019-2020 (Restated)
Revenue from Operations	570.42	2,085.36
Other Income	671.00	519.96
Total Income	1,241.42	2,605.32
Profit/ (Loss) before Tax	83.44	622.05
Profit/ (Loss) after Tax	(42.81)	384.16
Other Comprehensive Income	(0.53)	(0.68)
Total Comprehensive Income	(43.34)	383.48

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.godrejproperties.com/ investor/corporategovernance.

The Board strongly believes that the current market scenario would offer attractive business development opportunities in the real estate sector and re-investing the capital in such opportunities would create more wealth and value for the shareholders in long term. Accordingly, with a view to create long term economic value, your Directors have not recommended any dividend for the year ended March 31, 2021.

3. SHARE CAPITAL:

During the financial year ended March 31,2021, the Company issued and allotted 57,072 equity shares of H5 each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 (GPL ESGS).

Pursuant to the approval of the members of the Company through Postal Ballot on March 08, 2021, the Company, under the Qualified Institutional Placement mechanism, issued and allotted 2,58,62,068 Equity Shares of face value of H5 each to eligible Qualified Institutional Buyers at the issue price of H1,450, aggregating to H3,750 Crore.

As at March 31, 2021, the issued, subscribed and paid-up equity share capital of the Company stands at 27,79,43,051 equity shares of H5 each. The Company has neither issued

shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS.

4. OVERVIEW OF OPERATIONS:

Despite the pandemic creating significant challenges, Godrej Properties achieved the highest sales in its existence and the highest sales by any of the Indian developers in FY 2021. This was inspired by innovative efforts across touch points, including an increased focus on digital sales, attractive payment plans and the customer trust.

Godrej Properties achieved a sales volume of 10.8 million square feet and booking value of H6,725 crore in FY21, resulting in a growth of 14% Y-o-Y Godrej Properties recorded a booking value in excess of H5000 crore for the fifth time in six years. Godrej Properties achieved sale volumes of more than 1.5 million sq. ft. and sales value of more than H1,300 crore in all four markets of focus. Godrej Properties launched 11 projects/phases in FY21, including Sector 43 Noida, with a booking value of H509 crore and Godrej Royale Woods, Bengaluru, with a booking value of H371 crore. These successful launches were complemented by H4,550 crore of sustenance sales in FY21, the highest ever by the Company in a financial year.

Godrej Properties has added four new projects with saleable potential of around 6 million sq. ft. to its portfolio. One key achievement was the acquisition of 18 acres of land in Whitefield, Bengaluru, with saleable potential of 2.5 million sq. ft. Your Company emerged the highest bidder in the CIDCO e-auctioning process for two adjacent plots in Sanpada, Mumbai. Spread over ~1.5 acres, this project offers ~4 lakh square feet of development potential comprising premium residential apartments with a small amount of high-street retail at its base.

On the operational front, Godrej Properties successfully delivered 6.5 million sq.ft across projects. With this, Godrej Properties has successfully delivered over 28 million sq. ft. in six years. The Company''s delivery record demonstrates that it can operate at a large scale and keep pace with accelerating sales. Godrej Properties focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardization.

Godrej Properties focuses on excellence, agility, sustainability, employee wellness and corporate social responsibility. Godrej Properties has been featured among the top 50 companies listed by the Great Places to Work Institute (in partnership with The Economic Times) on four consecutive occasions. Godrej Properties, among the most respected real estate developers in India, has received over 300 awards and recognitions in the recent past including 69 in FY 2021.

Some accolades include ''National Brand Leader of India Ranked Number one by Track2Realty BrandXReport'' 2019-20, Green Developer of the Year (National), Estrade Real Estate Award 2020, Real Estate Employer in India Ranked Number one by Track2Realty BrandXReport 2019-20, Masters of Risk -Real Estate Category 7^th edition of The India Risk Management Awards, Mahatma Award, 2020 Achievement Award for CSR Excellence, CSR Leadership Awards, 2020 Best CSR Practices -World CSR Congress and The IACC COVID Crusaders Awards 2020 for serving humanity during the ongoing COVID 19 pandemic.

Godrej Properties was also awarded ''The Most Trusted Real Estate Brand'' in 2019 from the Brand Trust Report, ''Real Estate Company of the Year'' at the Ninth Construction Week Awards 2019, ''Equality and Diversity Champion 2019'' at the APREA Property Leaders Awards, ''The Economic Times Best Real Estate Brand 2018'' and ''Builder of the Year'' at the CNBC-Awaaz Real Estate Awards 2018.

Due to the default / delay on the part of the joint venture partners in fulfilling their contractual obligations, including obtaining approvals and funding, Godrej Properties initiated legal action in projects like Godrej Sky, Godrej Alive and Godrej Anandam. Godrej Properties also engaged in legal proceedings in relation to development agreements signed with the JB Advani Group for a land parcel in Bhandup. Godrej Properties is confident of its merits in each of these cases. The operations of the Company were impacted following the outbreak of the COVID-19 pandemic, subsequent lockdowns and significant labour shortages during the first half of FY21. For the financial year under review, on consolidated basis, GPL''s total income stood at H1217 crore, EBITDA was H119 crore and net loss H189 crore. The loss reported in the FY 2021 was due to three one-time charges made to the P&L account relating to provisions. The first of these charges was the long-term incentive scheme payable to certain employees in financial years 2023 and 2024, subject to specific parameters being met. This amounted to H121 crore and was taken in FY 2021 based on prudence and a high likelihood of these parameters being achieved. The second of these charges amounted to H88 crore and was required due to a shift to the new tax rate, which required remeasuring deferred tax assets. The last of the charges was due to a write-down in legacy projects, including Godrej Prakriti in Kolkata, Godrej Palm Grove in Chennai, Godrej Alpine in Mangalore etc. amounting to H76 crore. Excluding these one-time charges to the P&L account, EBITDA would have been H316 crore and net profit H46 crore in the financial year.

5. PROSPECTS AND OUTLOOK:

The outbreak of the COVID-19 pandemic adversely impacted the sectorial performance during FY21. However, in the second half, the Company reported a turnaround in performance. The

recent surge in cases following the second COVID-19 wave could impact demand in the first half of FY22 but the start of vaccine rollout coupled with low home loan interest rates and an increased desire to pursue home ownership will likely revive demand.

While the pandemic may have affected the industry at large, the operational momentum of your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline. A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, Godrej Properties remains optimistic about the long-term sectorial direction. With a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities, your Company is poised for a high growth trajectory.

Going forward, Godrej Properties believes that the technology will play a vital role in moderating the impact of COVID-19. In view of this, your Company is focusing on digital sales. Godrej Properties has been improving on-site facilities to create a safe working environment. These measures could help the Company tide over the COVID-19 impact and enhance long term efficiency.

Godrej Properties will focus on opportunistic growth in the current environment to create a healthy project pipeline. The Company''s Qualified Institutional Placement (QIP) of H3,750 crore was the largest ever by an Indian real estate company and will support growth aspirations and provide opportunities to rapidly scale the business. Godrej Properties will continue to focus on the four key markets of Mumbai, National Capital Region, Bengaluru and Pune. When evaluating new projects, Godrej Properties will continue to seek superior long-term shareholder value growth by maximizing returns through optimal financing and fiscal discipline. Godrej Properties will enhance process agility to reduce project launch turnaround times. Godrej Properties shall seek to drive profitability, improve customer experience and adopt digital technologies.

COVID-19 - Challenges & Mitigation

In the financial year 2020-21, Godrej Properties experienced several unprecedented challenges following the outbreak of COVID-19. The government resources were subjected to stress but several Indian businesses and philanthropic bodies came together to support the nation. The Godrej Group responded to the Outbreak by:

Supporting local communities

• Provided ration to over 10,685 contract workers at all Godrej Consumer Products and Godrej Agrovet sites and to 8,900 construction workers at Godrej Properties sites.

• Supported 30,169 families around Godrej Consumer Products and Godrej Agrovet sites with food and hygiene kits and area fumigation.

Protecting people in our ecosystem

• Provided safety kits for over 46,120 people, including contract workers, Godrej Consumer Products transporters, field sales personnel and Godrej Professional salonists.

• Made direct cash transfers to 250 market research agents to help meet the basic needs of families.

Strengthening public healthcare

• Mumbai: Procured and delivered supplies worth H6.97 crore for the Brihanmumbai Municipal Corporation (BMC). Supported 2 quarantine centers with a total capacity of 450 beds, set up a 75-bed isolation facility, provided 3 mobile testing autorickshaws to the BMC and oxygen support to urban settlements.

• Contributed 115 hospitals beds to the Government of Maharashtra.

• Godrej Consumer Products provided 10,000 PPE kits in Mumbai and Delhi, supported local authorities around manufacturing sites for health equipment.

Providing relief to the most affected populations

• Provided food relief and/or hygiene kits to over 43,874 families across India.

• Supplied 96,000 meals from our global headquarters Godrej One; supported in providing 25,000 cooked meals in Mumbai.

Supporting government efforts

• Extended monetary and/or protective supplies to state and local administrations.

• Godrej Group companies matched the voluntary payroll contribution by over 4,400 Godrejites and donated H6.98 crore to the PM CARES Fund.

The first wave of COVID-19 was unleashed in India in March 2020. With a nationwide lockdown declared in the third week of March 2020, a mass exodus of labourers was observed across all GPL project sites from March to June 2020, impacting construction progress and collections. There was panic among migrant workers, being worried about their health and uncertainty leading to an exodus. Worker strength dropped from a pre-COVID level of 9800 in February 2020 to 4300 in June 2020 across all our project sites. New workers did not come to the project sites during this period. Besides, there was unavailability of material or delay in material delivery during this period.

GPL''s priority always has been worker safety and well-being. It provided complete support to labourers during the lock down.

Some important initiatives included provision of clean and sanitized labour camps, availability of drinking water and ration supply in coordination with contractors and NGOs. GPL ensured safe and hygienic working conditions at the project sites. Each labourer was provided safety supports like masks, sanitizers etc. and were trained on personal hygiene and social distancing. A medical officer inspected camps daily to check on individuals who were unwell. Isolation centres were also made available. Various signages and posters in the common areas of these camps reiterated the importance of health and safety precautions, which provided assurance to workers about their health and safety needs. Following the gradual lifting of the lockdown, there were concerns of reduced working hours due to night curfews and productivity loss due to the time consumed in following COVID-19 protocols. GPL introduced a host of initiatives to retain existing labourers and enlist new labourers through the following provisions:

• Reimbursing transportation costs of all returning workers from their hometowns to project sites

• Mandatory 14 day quarantine period was observed for returning workers. Labour wages for this period were reimbursed

• COVID-19 testing was being carried out at the cost borne by GPL

• Medical clinics were set up at GPL''s sites

• Financial incentives were introduced for workers to stay back at GPL''s project sites

On account of these measures, worker strength increased from 4,300 in June 2020 to 16,000 in February 2021, 1.6 times the pre-COVID strength.

For all office employees across the country, safe working spaces were made available through regular sanitization, communication campaigns on various precautions in office and while travelling to office. All security personnel, housekeeping and pantry staff were trained on safety measures including thermal screening for all individuals entering the premises, including customers and vendors.

Though the year was challenging, GPL demonstrated resilience. It was heart-warming to see not just on-ground support teams, spearheaded by HR team members, but all employees come together to create a COVID-19 support repository that addressed employees and dependents in medical emergencies and needs related to the availability of hospital beds, ICUs, ventilators, ambulance, blood plasma donations, oxygen concentrators and medicine. Some other COVID-19 relief initiatives that GPL introduced for employees included the following:

• COVID-19 Cell support for assistance in hospital

• Insurance cover to employees for COVID-19 as part of the Godrej Medical Scheme for hospitalization

• 24/7 doctor tele-consultation facility in collaboration with Apollo Hospitals, through an exclusive Godrej helpline number

• Hotel quarantine facility for employees

• Home quarantine benefit for all employees and dependents advised to be quarantined at home by a medical practitioner

• Reimbursement of vaccination-related expenses

• 24/7 psychological wellness consultation services through an employee assistance program partner, where employees could speak confidentially to a qualified and experienced counsellor

The Company is in discussions with various agencies to undertake COVID-19 vaccination drive for all of its employees and their dependent family members at its various offices and on-site locations.

6. 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 31,2021,99.99% of the equity shares of the Company were held in dematerialised form.

7. ISSUE OF NON-CONVERTIBLE DEBENTURES:

During the year, the Company has issued 10,000 unsecured, redeemable, rated, listed, Non-Convertible Debentures (NCDs) having face value of H10,00,000 per debenture, aggregating H1,000 crore. The proceeds of the issue of NCDs were utilised towards refinancing of existing debt as per the objects of the issue stated in the Disclosure Document.

8. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the "Companies Act”) the Annual Return for the financial year ended March 31,2021 is available on the website of the Company at https://www.qodrejproperties.com/investor/ annual-reports.

9. NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (five) times in the financial year ended March 31, 2021 on May 11, 2020, August 05, 2020, November 03, 2020, February 04, 2021 and February 16, 2021. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 202021 are given in the Corporate Governance Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures.

11. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the loss of the Company for the financial year ended on March 31,2021.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31,2021 on a ''going concern'' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

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

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the

Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies for a period not less than three years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

12. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure II to this Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 20202021 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm''s length basis. During the financial year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 43) forming part of the standalone financial statements. The transactions with person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company as required under Schedule V Part A (2A) of SEBI LODR Regulations is given as Note No. 43 (on Related Party Transaction) forming part of the standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions, which is available on the website of the Company at https://www.godrejproperties.com/investor/ corporate-governance

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31,2021 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure III to this Report.

17. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify and assess business risks and opportunities. The composition of the Committee is in compliance with Regulation 21 of the SEBI LODR Regulations. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are given in CSR Report appended as Annexure IV to this Report. The CSR Policy is available on the website of the Company https://www.godrejproperties.com/investor/corporate-governance

19. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

20. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and enhance the effectiveness of the Board, its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Executive Chairman and the Nomination & Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairman''s Feedback Report

The performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The following reports were created as part of the evaluation:

• Board''s Feedback Report

• Individual Board Member''s Feedback Report

• Chairman''s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth along with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members'' feedback was shared with the Executive Chairman. Following his evaluation, Executive Chairman''s Feedback Report was also compiled.

21. SUBSIDIARY COMPANIES:

A. Subsidiaries

As at March 31, 2021, the Company had 18 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Garden City Properties Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Projects Development Limited, Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private Limited, Citystar Infraprojects

Limited, Godrej Residency Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Home Developers Private Limited, Godrej Skyline Developers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Ceear Lifespaces Private Limited, Godrej Precast Construction Private Limited, Godrej Green Woods Private Limited and Godrej Properties Worldwide INC.

The audited financial statements of all the subsidiaries are available on the website of the Company www. godrejproperties.com

As at March 31, 2021, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited, Godrej Green Homes Limited, Godrej Macbricks Private Limited, Vivrut Developers Private Limited and Yujya Developers Private Limited are associate companies of the Company.

The National Company Law Tribunal at Mumbai Bench ("NCLT”), vide order dated September 14, 2020, sanctioned a Scheme of Arrangement of Wonder Space Properties Private Limited (a wholly owned subsidiary of our Company as at March 31, 2020) with the Company. A certified copy of the said scheme has been filed by the Company with the Registrar of Companies, Mumbai, on October 26, 2020. The appointed date of the scheme is April 5, 2019.

The Board of Ceear Lifespaces Private Limited and the Company, at their respective meetings dated November 3, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, of Ceear Lifespaces Private Limited with the Company. The said scheme is subject to the requisite statutory/ regulatory approvals including the approval of NCLT.

The Board of Godrej Landmark Redevelopers Private Limited and Godrej Projects Development Limited, both wholly owned subsidiaries of the Company, at their respective meetings held on November 2, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, 2013 of Godrej Landmark Redevelopers Private Limited with Godrej Projects Development Limited. The said scheme is subject to the requisite statutory/ regulatory approvals, including the approval of NCLT.

During the financial year, Godrej Green Woods Private Limited and Godrej Precast Construction Private Limited were incorporated as wholly owned subsidiaries of the Company on May 26, 2020 and July 19, 2020 respectively.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31,2021:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. M S Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Godrej Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. Mahalunge Township Developers LLP

13. Godrej Developers & Properties LLP

14. Godrej Highrises Realty LLP

15. Godrej Project Developers & Properties LLP

16. A R Landcraft LLP

17. Godrej Highview LLP

18. Prakhhyat Dewellings LLP

19. Godrej Skyview LLP

20. Bavdhan Realty @ Pune 21 LLP

21. Godrej Green Properties LLP

22. Maan - Hinje Township Developers LLP

23. Godrej Projects (Soma) LLP

24. Godrej Projects North Star LLP

25. Godrej Projects North LLP

26. Godrej Reserve LLP

27. Godrej Athenmark LLP

28. Godrej Vestamark LLP

29. Godrej Irismark LLP

30. Manjari Housing Projects LLP

31. Rosebery Estate LLP

32. Embellish Houses LLP

33. Godrej City Facilities Management LLP

34. Suncity Infrastructure (Mumbai) LLP

35. Godrej Florentine LLP

36. Godrej Odyssey LLP

37. Godrej Olympia LLP

38. Ashank Realty Management LLP

39. Ashank Facility Management LLP

40. Manyata Industrial Parks LLP

41. Universal Metro Properties LLP

C. Material Unlisted Indian Subsidiary:

As at March 31, 2021, Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited were considered material un-listed Indian subsidiaries under Regulation 24 of SEBI LODR Regulations.

22. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements

have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements. The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is given as Annexure A in Consolidated Financials.

23. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT. 2013-

Sl. No.	Particulars	(J in crore)
1	Accepted during the year	0
2	Remained unpaid or unclaimed as at the end of the year	0.29
3	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-
	(i) at the beginning of the year	0
	(ii) maximum during the year	0
	(iii) at the end of the year	0
4	details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act	0

The Company has not accepted any deposits from its Directors.

24. COST RECORDS

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act for the financial year ended March 31, 2021.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS-

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROL SYSTEM-

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

27. AUDIT COMMITTEE-

Your Company''s Audit Committee comprises the following

5 (five) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Pranay D. Vakil, Mr. Amitava Mukherjee and Ms. Sutapa Banerjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL-

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Nadir Godrej (DIN: 00066195) will retire by rotation at the ensuing Annual General Meeting ("AGM”) and being eligible, has offered himself for re-appointment.

The Board based on recommendation of the Nomination

6 Remuneration Committee and subject to approval of the members of the Company, reappointed Mr. Pirojsha Godrej as the Whole Time Director designated as Executive Chairman and Mr. Mohit Malhotra as the Managing Director & Chief Executive Officer of the Company for a further period of 3 (three) years with effect from April 01,2021.

Mr. Pirojsha Godrej (DIN: 00432983) - Whole Time Director designated as Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director & Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Surender Varma - Company Secretary and Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report.

The necessary Resolutions for re-appointment of Mr. Nadir Godrej, Mr. Pirojsha Godrej and Mr. Mohit Malhotra have been included in the Notice of the forthcoming AGM for the approval of the members.

29. STATUTORY AUDITORS'' REPORT-

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BSR & Co. LLP Statutory Auditors, in their report.

30. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2021-22 at a fee of H1,16,000 (Rupees One Lakh Sixteen Thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing AGM pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

31. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. A K Jain & Co., Practicing Company Secretary, to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit is appended to this Report as Annexure V.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A K Jain & Co., Company Secretary in practice, in their Secretarial Audit Report. The observation made by M/s. A K Jain & Co. in the Secretarial Audit Report is self explanatory.

The Company''s unlisted material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited are available on the website of the Company. The Secretarial Audit Report of these unlisted material subsidiaries does not contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

32. FRAUD REPORTING:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

34. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

35. INTERNAL COMPLAINTS COMMITTEE:

The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). The details required to be disclosed under POSH forms part of the Corporate Governance Report.

36. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VI to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

37. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 ("GPL ESGS”) is appended as Annexure VII to this Report.

38. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2021 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year.

41. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31,2021. The details of the award received are given at page 5 of this Annual Report.

42. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company''s progress. The Directors also acknowledge the hard work, dedication and commitment of the employees.

---

Mar 31, 2021

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Sixth Directors'' Report of Godrej Properties Limited ("Godrej Properties”, "GPL” or "the Company”) along with the financial statements for the financial year ended March 31,2021.

1. OPERATING RESULTS:

Certain key aspects of the Company''s performance (on a standalone basis) during the financial year ended March 31,2021, as compared to the previous financial year are summarized below:

(Hin crore)
Particulars	Financial Year	Financial Year
	2020-2021	2019-2020 (Restated)
Revenue from Operations	570.42	2,085.36
Other Income	671.00	519.96
Total Income	1,241.42	2,605.32
Profit/ (Loss) before Tax	83.44	622.05
Profit/ (Loss) after Tax	(42.81)	384.16
Other Comprehensive Income	(0.53)	(0.68)
Total Comprehensive Income	(43.34)	383.48

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.godrejproperties.com/ investor/corporategovernance.

The Board strongly believes that the current market scenario would offer attractive business development opportunities in the real estate sector and re-investing the capital in such opportunities would create more wealth and value for the shareholders in long term. Accordingly, with a view to create long term economic value, your Directors have not recommended any dividend for the year ended March 31, 2021.

3. SHARE CAPITAL:

During the financial year ended March 31,2021, the Company issued and allotted 57,072 equity shares of H5 each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 (GPL ESGS).

Pursuant to the approval of the members of the Company through Postal Ballot on March 08, 2021, the Company, under the Qualified Institutional Placement mechanism, issued and allotted 2,58,62,068 Equity Shares of face value of H5 each to eligible Qualified Institutional Buyers at the issue price of H1,450, aggregating to H3,750 Crore.

As at March 31, 2021, the issued, subscribed and paid-up equity share capital of the Company stands at 27,79,43,051 equity shares of H5 each. The Company has neither issued

shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS.

4. OVERVIEW OF OPERATIONS:

Despite the pandemic creating significant challenges, Godrej Properties achieved the highest sales in its existence and the highest sales by any of the Indian developers in FY 2021. This was inspired by innovative efforts across touch points, including an increased focus on digital sales, attractive payment plans and the customer trust.

Godrej Properties achieved a sales volume of 10.8 million square feet and booking value of H6,725 crore in FY21, resulting in a growth of 14% Y-o-Y Godrej Properties recorded a booking value in excess of H5000 crore for the fifth time in six years. Godrej Properties achieved sale volumes of more than 1.5 million sq. ft. and sales value of more than H1,300 crore in all four markets of focus. Godrej Properties launched 11 projects/phases in FY21, including Sector 43 Noida, with a booking value of H509 crore and Godrej Royale Woods, Bengaluru, with a booking value of H371 crore. These successful launches were complemented by H4,550 crore of sustenance sales in FY21, the highest ever by the Company in a financial year.

Godrej Properties has added four new projects with saleable potential of around 6 million sq. ft. to its portfolio. One key achievement was the acquisition of 18 acres of land in Whitefield, Bengaluru, with saleable potential of 2.5 million sq. ft. Your Company emerged the highest bidder in the CIDCO e-auctioning process for two adjacent plots in Sanpada, Mumbai. Spread over ~1.5 acres, this project offers ~4 lakh square feet of development potential comprising premium residential apartments with a small amount of high-street retail at its base.

On the operational front, Godrej Properties successfully delivered 6.5 million sq.ft across projects. With this, Godrej Properties has successfully delivered over 28 million sq. ft. in six years. The Company''s delivery record demonstrates that it can operate at a large scale and keep pace with accelerating sales. Godrej Properties focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardization.

Godrej Properties focuses on excellence, agility, sustainability, employee wellness and corporate social responsibility. Godrej Properties has been featured among the top 50 companies listed by the Great Places to Work Institute (in partnership with The Economic Times) on four consecutive occasions. Godrej Properties, among the most respected real estate developers in India, has received over 300 awards and recognitions in the recent past including 69 in FY 2021.

Some accolades include ''National Brand Leader of India Ranked Number one by Track2Realty BrandXReport'' 2019-20, Green Developer of the Year (National), Estrade Real Estate Award 2020, Real Estate Employer in India Ranked Number one by Track2Realty BrandXReport 2019-20, Masters of Risk -Real Estate Category 7^th edition of The India Risk Management Awards, Mahatma Award, 2020 Achievement Award for CSR Excellence, CSR Leadership Awards, 2020 Best CSR Practices -World CSR Congress and The IACC COVID Crusaders Awards 2020 for serving humanity during the ongoing COVID 19 pandemic.

Godrej Properties was also awarded ''The Most Trusted Real Estate Brand'' in 2019 from the Brand Trust Report, ''Real Estate Company of the Year'' at the Ninth Construction Week Awards 2019, ''Equality and Diversity Champion 2019'' at the APREA Property Leaders Awards, ''The Economic Times Best Real Estate Brand 2018'' and ''Builder of the Year'' at the CNBC-Awaaz Real Estate Awards 2018.

Due to the default / delay on the part of the joint venture partners in fulfilling their contractual obligations, including obtaining approvals and funding, Godrej Properties initiated legal action in projects like Godrej Sky, Godrej Alive and Godrej Anandam. Godrej Properties also engaged in legal proceedings in relation to development agreements signed with the JB Advani Group for a land parcel in Bhandup. Godrej Properties is confident of its merits in each of these cases. The operations of the Company were impacted following the outbreak of the COVID-19 pandemic, subsequent lockdowns and significant labour shortages during the first half of FY21. For the financial year under review, on consolidated basis, GPL''s total income stood at H1217 crore, EBITDA was H119 crore and net loss H189 crore. The loss reported in the FY 2021 was due to three one-time charges made to the P&L account relating to provisions. The first of these charges was the long-term incentive scheme payable to certain employees in financial years 2023 and 2024, subject to specific parameters being met. This amounted to H121 crore and was taken in FY 2021 based on prudence and a high likelihood of these parameters being achieved. The second of these charges amounted to H88 crore and was required due to a shift to the new tax rate, which required remeasuring deferred tax assets. The last of the charges was due to a write-down in legacy projects, including Godrej Prakriti in Kolkata, Godrej Palm Grove in Chennai, Godrej Alpine in Mangalore etc. amounting to H76 crore. Excluding these one-time charges to the P&L account, EBITDA would have been H316 crore and net profit H46 crore in the financial year.

5. PROSPECTS AND OUTLOOK:

The outbreak of the COVID-19 pandemic adversely impacted the sectorial performance during FY21. However, in the second half, the Company reported a turnaround in performance. The

recent surge in cases following the second COVID-19 wave could impact demand in the first half of FY22 but the start of vaccine rollout coupled with low home loan interest rates and an increased desire to pursue home ownership will likely revive demand.

While the pandemic may have affected the industry at large, the operational momentum of your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline. A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, Godrej Properties remains optimistic about the long-term sectorial direction. With a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities, your Company is poised for a high growth trajectory.

Going forward, Godrej Properties believes that the technology will play a vital role in moderating the impact of COVID-19. In view of this, your Company is focusing on digital sales. Godrej Properties has been improving on-site facilities to create a safe working environment. These measures could help the Company tide over the COVID-19 impact and enhance long term efficiency.

Godrej Properties will focus on opportunistic growth in the current environment to create a healthy project pipeline. The Company''s Qualified Institutional Placement (QIP) of H3,750 crore was the largest ever by an Indian real estate company and will support growth aspirations and provide opportunities to rapidly scale the business. Godrej Properties will continue to focus on the four key markets of Mumbai, National Capital Region, Bengaluru and Pune. When evaluating new projects, Godrej Properties will continue to seek superior long-term shareholder value growth by maximizing returns through optimal financing and fiscal discipline. Godrej Properties will enhance process agility to reduce project launch turnaround times. Godrej Properties shall seek to drive profitability, improve customer experience and adopt digital technologies.

COVID-19 - Challenges & Mitigation

In the financial year 2020-21, Godrej Properties experienced several unprecedented challenges following the outbreak of COVID-19. The government resources were subjected to stress but several Indian businesses and philanthropic bodies came together to support the nation. The Godrej Group responded to the Outbreak by:

Supporting local communities

• Provided ration to over 10,685 contract workers at all Godrej Consumer Products and Godrej Agrovet sites and to 8,900 construction workers at Godrej Properties sites.

• Supported 30,169 families around Godrej Consumer Products and Godrej Agrovet sites with food and hygiene kits and area fumigation.

Protecting people in our ecosystem

• Provided safety kits for over 46,120 people, including contract workers, Godrej Consumer Products transporters, field sales personnel and Godrej Professional salonists.

• Made direct cash transfers to 250 market research agents to help meet the basic needs of families.

Strengthening public healthcare

• Mumbai: Procured and delivered supplies worth H6.97 crore for the Brihanmumbai Municipal Corporation (BMC). Supported 2 quarantine centers with a total capacity of 450 beds, set up a 75-bed isolation facility, provided 3 mobile testing autorickshaws to the BMC and oxygen support to urban settlements.

• Contributed 115 hospitals beds to the Government of Maharashtra.

• Godrej Consumer Products provided 10,000 PPE kits in Mumbai and Delhi, supported local authorities around manufacturing sites for health equipment.

Providing relief to the most affected populations

• Provided food relief and/or hygiene kits to over 43,874 families across India.

• Supplied 96,000 meals from our global headquarters Godrej One; supported in providing 25,000 cooked meals in Mumbai.

Supporting government efforts

• Extended monetary and/or protective supplies to state and local administrations.

• Godrej Group companies matched the voluntary payroll contribution by over 4,400 Godrejites and donated H6.98 crore to the PM CARES Fund.

The first wave of COVID-19 was unleashed in India in March 2020. With a nationwide lockdown declared in the third week of March 2020, a mass exodus of labourers was observed across all GPL project sites from March to June 2020, impacting construction progress and collections. There was panic among migrant workers, being worried about their health and uncertainty leading to an exodus. Worker strength dropped from a pre-COVID level of 9800 in February 2020 to 4300 in June 2020 across all our project sites. New workers did not come to the project sites during this period. Besides, there was unavailability of material or delay in material delivery during this period.

GPL''s priority always has been worker safety and well-being. It provided complete support to labourers during the lock down.

Some important initiatives included provision of clean and sanitized labour camps, availability of drinking water and ration supply in coordination with contractors and NGOs. GPL ensured safe and hygienic working conditions at the project sites. Each labourer was provided safety supports like masks, sanitizers etc. and were trained on personal hygiene and social distancing. A medical officer inspected camps daily to check on individuals who were unwell. Isolation centres were also made available. Various signages and posters in the common areas of these camps reiterated the importance of health and safety precautions, which provided assurance to workers about their health and safety needs. Following the gradual lifting of the lockdown, there were concerns of reduced working hours due to night curfews and productivity loss due to the time consumed in following COVID-19 protocols. GPL introduced a host of initiatives to retain existing labourers and enlist new labourers through the following provisions:

• Reimbursing transportation costs of all returning workers from their hometowns to project sites

• Mandatory 14 day quarantine period was observed for returning workers. Labour wages for this period were reimbursed

• COVID-19 testing was being carried out at the cost borne by GPL

• Medical clinics were set up at GPL''s sites

• Financial incentives were introduced for workers to stay back at GPL''s project sites

On account of these measures, worker strength increased from 4,300 in June 2020 to 16,000 in February 2021, 1.6 times the pre-COVID strength.

For all office employees across the country, safe working spaces were made available through regular sanitization, communication campaigns on various precautions in office and while travelling to office. All security personnel, housekeeping and pantry staff were trained on safety measures including thermal screening for all individuals entering the premises, including customers and vendors.

Though the year was challenging, GPL demonstrated resilience. It was heart-warming to see not just on-ground support teams, spearheaded by HR team members, but all employees come together to create a COVID-19 support repository that addressed employees and dependents in medical emergencies and needs related to the availability of hospital beds, ICUs, ventilators, ambulance, blood plasma donations, oxygen concentrators and medicine. Some other COVID-19 relief initiatives that GPL introduced for employees included the following:

• COVID-19 Cell support for assistance in hospital

• Insurance cover to employees for COVID-19 as part of the Godrej Medical Scheme for hospitalization

• 24/7 doctor tele-consultation facility in collaboration with Apollo Hospitals, through an exclusive Godrej helpline number

• Hotel quarantine facility for employees

• Home quarantine benefit for all employees and dependents advised to be quarantined at home by a medical practitioner

• Reimbursement of vaccination-related expenses

• 24/7 psychological wellness consultation services through an employee assistance program partner, where employees could speak confidentially to a qualified and experienced counsellor

The Company is in discussions with various agencies to undertake COVID-19 vaccination drive for all of its employees and their dependent family members at its various offices and on-site locations.

6. 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 31,2021,99.99% of the equity shares of the Company were held in dematerialised form.

7. ISSUE OF NON-CONVERTIBLE DEBENTURES:

During the year, the Company has issued 10,000 unsecured, redeemable, rated, listed, Non-Convertible Debentures (NCDs) having face value of H10,00,000 per debenture, aggregating H1,000 crore. The proceeds of the issue of NCDs were utilised towards refinancing of existing debt as per the objects of the issue stated in the Disclosure Document.

8. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the "Companies Act”) the Annual Return for the financial year ended March 31,2021 is available on the website of the Company at https://www.qodrejproperties.com/investor/ annual-reports.

9. NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (five) times in the financial year ended March 31, 2021 on May 11, 2020, August 05, 2020, November 03, 2020, February 04, 2021 and February 16, 2021. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 202021 are given in the Corporate Governance Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures.

11. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the loss of the Company for the financial year ended on March 31,2021.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31,2021 on a ''going concern'' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

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

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the

Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies for a period not less than three years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

12. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure II to this Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 20202021 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm''s length basis. During the financial year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 43) forming part of the standalone financial statements. The transactions with person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company as required under Schedule V Part A (2A) of SEBI LODR Regulations is given as Note No. 43 (on Related Party Transaction) forming part of the standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions, which is available on the website of the Company at https://www.godrejproperties.com/investor/ corporate-governance

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31,2021 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure III to this Report.

17. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify and assess business risks and opportunities. The composition of the Committee is in compliance with Regulation 21 of the SEBI LODR Regulations. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are given in CSR Report appended as Annexure IV to this Report. The CSR Policy is available on the website of the Company https://www.godrejproperties.com/investor/corporate-governance

19. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

20. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and enhance the effectiveness of the Board, its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Executive Chairman and the Nomination & Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairman''s Feedback Report

The performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The following reports were created as part of the evaluation:

• Board''s Feedback Report

• Individual Board Member''s Feedback Report

• Chairman''s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth along with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members'' feedback was shared with the Executive Chairman. Following his evaluation, Executive Chairman''s Feedback Report was also compiled.

21. SUBSIDIARY COMPANIES:

A. Subsidiaries

As at March 31, 2021, the Company had 18 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Garden City Properties Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Projects Development Limited, Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private Limited, Citystar Infraprojects

Limited, Godrej Residency Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Home Developers Private Limited, Godrej Skyline Developers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Ceear Lifespaces Private Limited, Godrej Precast Construction Private Limited, Godrej Green Woods Private Limited and Godrej Properties Worldwide INC.

The audited financial statements of all the subsidiaries are available on the website of the Company www. godrejproperties.com

As at March 31, 2021, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited, Godrej Green Homes Limited, Godrej Macbricks Private Limited, Vivrut Developers Private Limited and Yujya Developers Private Limited are associate companies of the Company.

The National Company Law Tribunal at Mumbai Bench ("NCLT”), vide order dated September 14, 2020, sanctioned a Scheme of Arrangement of Wonder Space Properties Private Limited (a wholly owned subsidiary of our Company as at March 31, 2020) with the Company. A certified copy of the said scheme has been filed by the Company with the Registrar of Companies, Mumbai, on October 26, 2020. The appointed date of the scheme is April 5, 2019.

The Board of Ceear Lifespaces Private Limited and the Company, at their respective meetings dated November 3, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, of Ceear Lifespaces Private Limited with the Company. The said scheme is subject to the requisite statutory/ regulatory approvals including the approval of NCLT.

The Board of Godrej Landmark Redevelopers Private Limited and Godrej Projects Development Limited, both wholly owned subsidiaries of the Company, at their respective meetings held on November 2, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, 2013 of Godrej Landmark Redevelopers Private Limited with Godrej Projects Development Limited. The said scheme is subject to the requisite statutory/ regulatory approvals, including the approval of NCLT.

During the financial year, Godrej Green Woods Private Limited and Godrej Precast Construction Private Limited were incorporated as wholly owned subsidiaries of the Company on May 26, 2020 and July 19, 2020 respectively.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31,2021:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. M S Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Godrej Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. Mahalunge Township Developers LLP

13. Godrej Developers & Properties LLP

14. Godrej Highrises Realty LLP

15. Godrej Project Developers & Properties LLP

16. A R Landcraft LLP

17. Godrej Highview LLP

18. Prakhhyat Dewellings LLP

19. Godrej Skyview LLP

20. Bavdhan Realty @ Pune 21 LLP

21. Godrej Green Properties LLP

22. Maan - Hinje Township Developers LLP

23. Godrej Projects (Soma) LLP

24. Godrej Projects North Star LLP

25. Godrej Projects North LLP

26. Godrej Reserve LLP

27. Godrej Athenmark LLP

28. Godrej Vestamark LLP

29. Godrej Irismark LLP

30. Manjari Housing Projects LLP

31. Rosebery Estate LLP

32. Embellish Houses LLP

33. Godrej City Facilities Management LLP

34. Suncity Infrastructure (Mumbai) LLP

35. Godrej Florentine LLP

36. Godrej Odyssey LLP

37. Godrej Olympia LLP

38. Ashank Realty Management LLP

39. Ashank Facility Management LLP

40. Manyata Industrial Parks LLP

41. Universal Metro Properties LLP

C. Material Unlisted Indian Subsidiary:

As at March 31, 2021, Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited were considered material un-listed Indian subsidiaries under Regulation 24 of SEBI LODR Regulations.

22. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements

have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements. The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is given as Annexure A in Consolidated Financials.

23. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT. 2013-

Sl. No.	Particulars	(J in crore)
1	Accepted during the year	0
2	Remained unpaid or unclaimed as at the end of the year	0.29
3	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-
	(i) at the beginning of the year	0
	(ii) maximum during the year	0
	(iii) at the end of the year	0
4	details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act	0

The Company has not accepted any deposits from its Directors.

24. COST RECORDS

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act for the financial year ended March 31, 2021.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS-

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROL SYSTEM-

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

27. AUDIT COMMITTEE-

Your Company''s Audit Committee comprises the following

5 (five) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Pranay D. Vakil, Mr. Amitava Mukherjee and Ms. Sutapa Banerjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL-

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Nadir Godrej (DIN: 00066195) will retire by rotation at the ensuing Annual General Meeting ("AGM”) and being eligible, has offered himself for re-appointment.

The Board based on recommendation of the Nomination

6 Remuneration Committee and subject to approval of the members of the Company, reappointed Mr. Pirojsha Godrej as the Whole Time Director designated as Executive Chairman and Mr. Mohit Malhotra as the Managing Director & Chief Executive Officer of the Company for a further period of 3 (three) years with effect from April 01,2021.

Mr. Pirojsha Godrej (DIN: 00432983) - Whole Time Director designated as Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director & Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Surender Varma - Company Secretary and Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report.

The necessary Resolutions for re-appointment of Mr. Nadir Godrej, Mr. Pirojsha Godrej and Mr. Mohit Malhotra have been included in the Notice of the forthcoming AGM for the approval of the members.

29. STATUTORY AUDITORS'' REPORT-

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BSR & Co. LLP Statutory Auditors, in their report.

30. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2021-22 at a fee of H1,16,000 (Rupees One Lakh Sixteen Thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing AGM pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

31. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. A K Jain & Co., Practicing Company Secretary, to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit is appended to this Report as Annexure V.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A K Jain & Co., Company Secretary in practice, in their Secretarial Audit Report. The observation made by M/s. A K Jain & Co. in the Secretarial Audit Report is self explanatory.

The Company''s unlisted material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited are available on the website of the Company. The Secretarial Audit Report of these unlisted material subsidiaries does not contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

32. FRAUD REPORTING:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

34. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

35. INTERNAL COMPLAINTS COMMITTEE:

The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). The details required to be disclosed under POSH forms part of the Corporate Governance Report.

36. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VI to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

37. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 ("GPL ESGS”) is appended as Annexure VII to this Report.

38. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2021 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year.

41. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31,2021. The details of the award received are given at page 5 of this Annual Report.

42. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company''s progress. The Directors also acknowledge the hard work, dedication and commitment of the employees.

---

Mar 31, 2021

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Sixth Directors'' Report of Godrej Properties Limited ("Godrej Properties”, "GPL” or "the Company”) along with the financial statements for the financial year ended March 31,2021.

1. OPERATING RESULTS:

Certain key aspects of the Company''s performance (on a standalone basis) during the financial year ended March 31,2021, as compared to the previous financial year are summarized below:

(Hin crore)
Particulars	Financial Year	Financial Year
	2020-2021	2019-2020 (Restated)
Revenue from Operations	570.42	2,085.36
Other Income	671.00	519.96
Total Income	1,241.42	2,605.32
Profit/ (Loss) before Tax	83.44	622.05
Profit/ (Loss) after Tax	(42.81)	384.16
Other Comprehensive Income	(0.53)	(0.68)
Total Comprehensive Income	(43.34)	383.48

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.godrejproperties.com/ investor/corporategovernance.

The Board strongly believes that the current market scenario would offer attractive business development opportunities in the real estate sector and re-investing the capital in such opportunities would create more wealth and value for the shareholders in long term. Accordingly, with a view to create long term economic value, your Directors have not recommended any dividend for the year ended March 31, 2021.

3. SHARE CAPITAL:

During the financial year ended March 31,2021, the Company issued and allotted 57,072 equity shares of H5 each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 (GPL ESGS).

Pursuant to the approval of the members of the Company through Postal Ballot on March 08, 2021, the Company, under the Qualified Institutional Placement mechanism, issued and allotted 2,58,62,068 Equity Shares of face value of H5 each to eligible Qualified Institutional Buyers at the issue price of H1,450, aggregating to H3,750 Crore.

As at March 31, 2021, the issued, subscribed and paid-up equity share capital of the Company stands at 27,79,43,051 equity shares of H5 each. The Company has neither issued

shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS.

4. OVERVIEW OF OPERATIONS:

Despite the pandemic creating significant challenges, Godrej Properties achieved the highest sales in its existence and the highest sales by any of the Indian developers in FY 2021. This was inspired by innovative efforts across touch points, including an increased focus on digital sales, attractive payment plans and the customer trust.

Godrej Properties achieved a sales volume of 10.8 million square feet and booking value of H6,725 crore in FY21, resulting in a growth of 14% Y-o-Y Godrej Properties recorded a booking value in excess of H5000 crore for the fifth time in six years. Godrej Properties achieved sale volumes of more than 1.5 million sq. ft. and sales value of more than H1,300 crore in all four markets of focus. Godrej Properties launched 11 projects/phases in FY21, including Sector 43 Noida, with a booking value of H509 crore and Godrej Royale Woods, Bengaluru, with a booking value of H371 crore. These successful launches were complemented by H4,550 crore of sustenance sales in FY21, the highest ever by the Company in a financial year.

Godrej Properties has added four new projects with saleable potential of around 6 million sq. ft. to its portfolio. One key achievement was the acquisition of 18 acres of land in Whitefield, Bengaluru, with saleable potential of 2.5 million sq. ft. Your Company emerged the highest bidder in the CIDCO e-auctioning process for two adjacent plots in Sanpada, Mumbai. Spread over ~1.5 acres, this project offers ~4 lakh square feet of development potential comprising premium residential apartments with a small amount of high-street retail at its base.

On the operational front, Godrej Properties successfully delivered 6.5 million sq.ft across projects. With this, Godrej Properties has successfully delivered over 28 million sq. ft. in six years. The Company''s delivery record demonstrates that it can operate at a large scale and keep pace with accelerating sales. Godrej Properties focused on exploring advanced construction technologies, improving Net Promoter Score (NPS) and design standardization.

Godrej Properties focuses on excellence, agility, sustainability, employee wellness and corporate social responsibility. Godrej Properties has been featured among the top 50 companies listed by the Great Places to Work Institute (in partnership with The Economic Times) on four consecutive occasions. Godrej Properties, among the most respected real estate developers in India, has received over 300 awards and recognitions in the recent past including 69 in FY 2021.

Some accolades include ''National Brand Leader of India Ranked Number one by Track2Realty BrandXReport'' 2019-20, Green Developer of the Year (National), Estrade Real Estate Award 2020, Real Estate Employer in India Ranked Number one by Track2Realty BrandXReport 2019-20, Masters of Risk -Real Estate Category 7^th edition of The India Risk Management Awards, Mahatma Award, 2020 Achievement Award for CSR Excellence, CSR Leadership Awards, 2020 Best CSR Practices -World CSR Congress and The IACC COVID Crusaders Awards 2020 for serving humanity during the ongoing COVID 19 pandemic.

Godrej Properties was also awarded ''The Most Trusted Real Estate Brand'' in 2019 from the Brand Trust Report, ''Real Estate Company of the Year'' at the Ninth Construction Week Awards 2019, ''Equality and Diversity Champion 2019'' at the APREA Property Leaders Awards, ''The Economic Times Best Real Estate Brand 2018'' and ''Builder of the Year'' at the CNBC-Awaaz Real Estate Awards 2018.

Due to the default / delay on the part of the joint venture partners in fulfilling their contractual obligations, including obtaining approvals and funding, Godrej Properties initiated legal action in projects like Godrej Sky, Godrej Alive and Godrej Anandam. Godrej Properties also engaged in legal proceedings in relation to development agreements signed with the JB Advani Group for a land parcel in Bhandup. Godrej Properties is confident of its merits in each of these cases. The operations of the Company were impacted following the outbreak of the COVID-19 pandemic, subsequent lockdowns and significant labour shortages during the first half of FY21. For the financial year under review, on consolidated basis, GPL''s total income stood at H1217 crore, EBITDA was H119 crore and net loss H189 crore. The loss reported in the FY 2021 was due to three one-time charges made to the P&L account relating to provisions. The first of these charges was the long-term incentive scheme payable to certain employees in financial years 2023 and 2024, subject to specific parameters being met. This amounted to H121 crore and was taken in FY 2021 based on prudence and a high likelihood of these parameters being achieved. The second of these charges amounted to H88 crore and was required due to a shift to the new tax rate, which required remeasuring deferred tax assets. The last of the charges was due to a write-down in legacy projects, including Godrej Prakriti in Kolkata, Godrej Palm Grove in Chennai, Godrej Alpine in Mangalore etc. amounting to H76 crore. Excluding these one-time charges to the P&L account, EBITDA would have been H316 crore and net profit H46 crore in the financial year.

5. PROSPECTS AND OUTLOOK:

The outbreak of the COVID-19 pandemic adversely impacted the sectorial performance during FY21. However, in the second half, the Company reported a turnaround in performance. The

recent surge in cases following the second COVID-19 wave could impact demand in the first half of FY22 but the start of vaccine rollout coupled with low home loan interest rates and an increased desire to pursue home ownership will likely revive demand.

While the pandemic may have affected the industry at large, the operational momentum of your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline. A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, Godrej Properties remains optimistic about the long-term sectorial direction. With a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities, your Company is poised for a high growth trajectory.

Going forward, Godrej Properties believes that the technology will play a vital role in moderating the impact of COVID-19. In view of this, your Company is focusing on digital sales. Godrej Properties has been improving on-site facilities to create a safe working environment. These measures could help the Company tide over the COVID-19 impact and enhance long term efficiency.

Godrej Properties will focus on opportunistic growth in the current environment to create a healthy project pipeline. The Company''s Qualified Institutional Placement (QIP) of H3,750 crore was the largest ever by an Indian real estate company and will support growth aspirations and provide opportunities to rapidly scale the business. Godrej Properties will continue to focus on the four key markets of Mumbai, National Capital Region, Bengaluru and Pune. When evaluating new projects, Godrej Properties will continue to seek superior long-term shareholder value growth by maximizing returns through optimal financing and fiscal discipline. Godrej Properties will enhance process agility to reduce project launch turnaround times. Godrej Properties shall seek to drive profitability, improve customer experience and adopt digital technologies.

COVID-19 - Challenges & Mitigation

In the financial year 2020-21, Godrej Properties experienced several unprecedented challenges following the outbreak of COVID-19. The government resources were subjected to stress but several Indian businesses and philanthropic bodies came together to support the nation. The Godrej Group responded to the Outbreak by:

Supporting local communities

• Provided ration to over 10,685 contract workers at all Godrej Consumer Products and Godrej Agrovet sites and to 8,900 construction workers at Godrej Properties sites.

• Supported 30,169 families around Godrej Consumer Products and Godrej Agrovet sites with food and hygiene kits and area fumigation.

Protecting people in our ecosystem

• Provided safety kits for over 46,120 people, including contract workers, Godrej Consumer Products transporters, field sales personnel and Godrej Professional salonists.

• Made direct cash transfers to 250 market research agents to help meet the basic needs of families.

Strengthening public healthcare

• Mumbai: Procured and delivered supplies worth H6.97 crore for the Brihanmumbai Municipal Corporation (BMC). Supported 2 quarantine centers with a total capacity of 450 beds, set up a 75-bed isolation facility, provided 3 mobile testing autorickshaws to the BMC and oxygen support to urban settlements.

• Contributed 115 hospitals beds to the Government of Maharashtra.

• Godrej Consumer Products provided 10,000 PPE kits in Mumbai and Delhi, supported local authorities around manufacturing sites for health equipment.

Providing relief to the most affected populations

• Provided food relief and/or hygiene kits to over 43,874 families across India.

• Supplied 96,000 meals from our global headquarters Godrej One; supported in providing 25,000 cooked meals in Mumbai.

Supporting government efforts

• Extended monetary and/or protective supplies to state and local administrations.

• Godrej Group companies matched the voluntary payroll contribution by over 4,400 Godrejites and donated H6.98 crore to the PM CARES Fund.

The first wave of COVID-19 was unleashed in India in March 2020. With a nationwide lockdown declared in the third week of March 2020, a mass exodus of labourers was observed across all GPL project sites from March to June 2020, impacting construction progress and collections. There was panic among migrant workers, being worried about their health and uncertainty leading to an exodus. Worker strength dropped from a pre-COVID level of 9800 in February 2020 to 4300 in June 2020 across all our project sites. New workers did not come to the project sites during this period. Besides, there was unavailability of material or delay in material delivery during this period.

GPL''s priority always has been worker safety and well-being. It provided complete support to labourers during the lock down.

Some important initiatives included provision of clean and sanitized labour camps, availability of drinking water and ration supply in coordination with contractors and NGOs. GPL ensured safe and hygienic working conditions at the project sites. Each labourer was provided safety supports like masks, sanitizers etc. and were trained on personal hygiene and social distancing. A medical officer inspected camps daily to check on individuals who were unwell. Isolation centres were also made available. Various signages and posters in the common areas of these camps reiterated the importance of health and safety precautions, which provided assurance to workers about their health and safety needs. Following the gradual lifting of the lockdown, there were concerns of reduced working hours due to night curfews and productivity loss due to the time consumed in following COVID-19 protocols. GPL introduced a host of initiatives to retain existing labourers and enlist new labourers through the following provisions:

• Reimbursing transportation costs of all returning workers from their hometowns to project sites

• Mandatory 14 day quarantine period was observed for returning workers. Labour wages for this period were reimbursed

• COVID-19 testing was being carried out at the cost borne by GPL

• Medical clinics were set up at GPL''s sites

• Financial incentives were introduced for workers to stay back at GPL''s project sites

On account of these measures, worker strength increased from 4,300 in June 2020 to 16,000 in February 2021, 1.6 times the pre-COVID strength.

For all office employees across the country, safe working spaces were made available through regular sanitization, communication campaigns on various precautions in office and while travelling to office. All security personnel, housekeeping and pantry staff were trained on safety measures including thermal screening for all individuals entering the premises, including customers and vendors.

Though the year was challenging, GPL demonstrated resilience. It was heart-warming to see not just on-ground support teams, spearheaded by HR team members, but all employees come together to create a COVID-19 support repository that addressed employees and dependents in medical emergencies and needs related to the availability of hospital beds, ICUs, ventilators, ambulance, blood plasma donations, oxygen concentrators and medicine. Some other COVID-19 relief initiatives that GPL introduced for employees included the following:

• COVID-19 Cell support for assistance in hospital

• Insurance cover to employees for COVID-19 as part of the Godrej Medical Scheme for hospitalization

• 24/7 doctor tele-consultation facility in collaboration with Apollo Hospitals, through an exclusive Godrej helpline number

• Hotel quarantine facility for employees

• Home quarantine benefit for all employees and dependents advised to be quarantined at home by a medical practitioner

• Reimbursement of vaccination-related expenses

• 24/7 psychological wellness consultation services through an employee assistance program partner, where employees could speak confidentially to a qualified and experienced counsellor

The Company is in discussions with various agencies to undertake COVID-19 vaccination drive for all of its employees and their dependent family members at its various offices and on-site locations.

6. 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 31,2021,99.99% of the equity shares of the Company were held in dematerialised form.

7. ISSUE OF NON-CONVERTIBLE DEBENTURES:

During the year, the Company has issued 10,000 unsecured, redeemable, rated, listed, Non-Convertible Debentures (NCDs) having face value of H10,00,000 per debenture, aggregating H1,000 crore. The proceeds of the issue of NCDs were utilised towards refinancing of existing debt as per the objects of the issue stated in the Disclosure Document.

8. ANNUAL RETURN:

As required under Section 92 of the Companies Act, 2013 (the "Companies Act”) the Annual Return for the financial year ended March 31,2021 is available on the website of the Company at https://www.qodrejproperties.com/investor/ annual-reports.

9. NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (five) times in the financial year ended March 31, 2021 on May 11, 2020, August 05, 2020, November 03, 2020, February 04, 2021 and February 16, 2021. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 202021 are given in the Corporate Governance Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures.

11. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the loss of the Company for the financial year ended on March 31,2021.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31,2021 on a ''going concern'' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

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

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the

Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies for a period not less than three years, they are not required to undertake the proficiency test as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

12. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure II to this Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 20202021 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm''s length basis. During the financial year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 43) forming part of the standalone financial statements. The transactions with person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company as required under Schedule V Part A (2A) of SEBI LODR Regulations is given as Note No. 43 (on Related Party Transaction) forming part of the standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions, which is available on the website of the Company at https://www.godrejproperties.com/investor/ corporate-governance

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31,2021 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure III to this Report.

17. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify and assess business risks and opportunities. The composition of the Committee is in compliance with Regulation 21 of the SEBI LODR Regulations. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are given in CSR Report appended as Annexure IV to this Report. The CSR Policy is available on the website of the Company https://www.godrejproperties.com/investor/corporate-governance

19. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

20. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and enhance the effectiveness of the Board, its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Executive Chairman and the Nomination & Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

• Board processes (including Board composition, strategic orientation and team dynamics);

• Individual committees;

• Individual Board members; and

• Chairman''s Feedback Report

The performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The following reports were created as part of the evaluation:

• Board''s Feedback Report

• Individual Board Member''s Feedback Report

• Chairman''s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth along with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members'' feedback was shared with the Executive Chairman. Following his evaluation, Executive Chairman''s Feedback Report was also compiled.

21. SUBSIDIARY COMPANIES:

A. Subsidiaries

As at March 31, 2021, the Company had 18 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Garden City Properties Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Projects Development Limited, Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private Limited, Citystar Infraprojects

Limited, Godrej Residency Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Home Developers Private Limited, Godrej Skyline Developers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Ceear Lifespaces Private Limited, Godrej Precast Construction Private Limited, Godrej Green Woods Private Limited and Godrej Properties Worldwide INC.

The audited financial statements of all the subsidiaries are available on the website of the Company www. godrejproperties.com

As at March 31, 2021, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited, Godrej Green Homes Limited, Godrej Macbricks Private Limited, Vivrut Developers Private Limited and Yujya Developers Private Limited are associate companies of the Company.

The National Company Law Tribunal at Mumbai Bench ("NCLT”), vide order dated September 14, 2020, sanctioned a Scheme of Arrangement of Wonder Space Properties Private Limited (a wholly owned subsidiary of our Company as at March 31, 2020) with the Company. A certified copy of the said scheme has been filed by the Company with the Registrar of Companies, Mumbai, on October 26, 2020. The appointed date of the scheme is April 5, 2019.

The Board of Ceear Lifespaces Private Limited and the Company, at their respective meetings dated November 3, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, of Ceear Lifespaces Private Limited with the Company. The said scheme is subject to the requisite statutory/ regulatory approvals including the approval of NCLT.

The Board of Godrej Landmark Redevelopers Private Limited and Godrej Projects Development Limited, both wholly owned subsidiaries of the Company, at their respective meetings held on November 2, 2020, have approved the scheme of amalgamation under Section 230-232 of the Companies Act, 2013 of Godrej Landmark Redevelopers Private Limited with Godrej Projects Development Limited. The said scheme is subject to the requisite statutory/ regulatory approvals, including the approval of NCLT.

During the financial year, Godrej Green Woods Private Limited and Godrej Precast Construction Private Limited were incorporated as wholly owned subsidiaries of the Company on May 26, 2020 and July 19, 2020 respectively.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31,2021:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. M S Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Godrej Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. Mahalunge Township Developers LLP

13. Godrej Developers & Properties LLP

14. Godrej Highrises Realty LLP

15. Godrej Project Developers & Properties LLP

16. A R Landcraft LLP

17. Godrej Highview LLP

18. Prakhhyat Dewellings LLP

19. Godrej Skyview LLP

20. Bavdhan Realty @ Pune 21 LLP

21. Godrej Green Properties LLP

22. Maan - Hinje Township Developers LLP

23. Godrej Projects (Soma) LLP

24. Godrej Projects North Star LLP

25. Godrej Projects North LLP

26. Godrej Reserve LLP

27. Godrej Athenmark LLP

28. Godrej Vestamark LLP

29. Godrej Irismark LLP

30. Manjari Housing Projects LLP

31. Rosebery Estate LLP

32. Embellish Houses LLP

33. Godrej City Facilities Management LLP

34. Suncity Infrastructure (Mumbai) LLP

35. Godrej Florentine LLP

36. Godrej Odyssey LLP

37. Godrej Olympia LLP

38. Ashank Realty Management LLP

39. Ashank Facility Management LLP

40. Manyata Industrial Parks LLP

41. Universal Metro Properties LLP

C. Material Unlisted Indian Subsidiary:

As at March 31, 2021, Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited were considered material un-listed Indian subsidiaries under Regulation 24 of SEBI LODR Regulations.

22. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements

have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements. The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is given as Annexure A in Consolidated Financials.

23. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT. 2013-

Sl. No.	Particulars	(J in crore)
1	Accepted during the year	0
2	Remained unpaid or unclaimed as at the end of the year	0.29
3	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-
	(i) at the beginning of the year	0
	(ii) maximum during the year	0
	(iii) at the end of the year	0
4	details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act	0

The Company has not accepted any deposits from its Directors.

24. COST RECORDS

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act for the financial year ended March 31, 2021.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS-

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROL SYSTEM-

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

27. AUDIT COMMITTEE-

Your Company''s Audit Committee comprises the following

5 (five) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Pranay D. Vakil, Mr. Amitava Mukherjee and Ms. Sutapa Banerjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL-

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Nadir Godrej (DIN: 00066195) will retire by rotation at the ensuing Annual General Meeting ("AGM”) and being eligible, has offered himself for re-appointment.

The Board based on recommendation of the Nomination

6 Remuneration Committee and subject to approval of the members of the Company, reappointed Mr. Pirojsha Godrej as the Whole Time Director designated as Executive Chairman and Mr. Mohit Malhotra as the Managing Director & Chief Executive Officer of the Company for a further period of 3 (three) years with effect from April 01,2021.

Mr. Pirojsha Godrej (DIN: 00432983) - Whole Time Director designated as Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director & Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Surender Varma - Company Secretary and Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report.

The necessary Resolutions for re-appointment of Mr. Nadir Godrej, Mr. Pirojsha Godrej and Mr. Mohit Malhotra have been included in the Notice of the forthcoming AGM for the approval of the members.

29. STATUTORY AUDITORS'' REPORT-

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BSR & Co. LLP Statutory Auditors, in their report.

30. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2021-22 at a fee of H1,16,000 (Rupees One Lakh Sixteen Thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing AGM pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

31. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed M/s. A K Jain & Co., Practicing Company Secretary, to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit is appended to this Report as Annexure V.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A K Jain & Co., Company Secretary in practice, in their Secretarial Audit Report. The observation made by M/s. A K Jain & Co. in the Secretarial Audit Report is self explanatory.

The Company''s unlisted material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Godrej Projects Development Limited and Godrej Redevelopers (Mumbai) Private Limited are available on the website of the Company. The Secretarial Audit Report of these unlisted material subsidiaries does not contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

32. FRAUD REPORTING:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

34. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

35. INTERNAL COMPLAINTS COMMITTEE:

The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). The details required to be disclosed under POSH forms part of the Corporate Governance Report.

36. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VI to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

37. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 ("GPL ESGS”) is appended as Annexure VII to this Report.

38. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2021 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year.

41. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31,2021. The details of the award received are given at page 5 of this Annual Report.

42. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company''s progress. The Directors also acknowledge the hard work, dedication and commitment of the employees.

---

Mar 31, 2019

To the Members,

The Company’s Directors have pleasure in presenting the Board’s Report along with the Audited Financial Statements for the Financial Year ended March 31, 2019.

Review of Operations

Your Company’s performance during the Financial Year as compared with that during the previous Financial Year is summarized below:

	(Rs. Crore) Year Ended March 31	(Rs. Crore) Year Ended March 31
Particulars	2019	2018
Revenue from Operations	2,143.99	1,986.32
Exceptional Items	(243.79)	267.38
Other Income	41.79	33.70
Total Income	1,941.99	2,287.40
Total Expenditure other than Finance Costs and Depreciation and Amortisation	1,738.90	1,749.51
Profit before Finance Costs, Depreciation and Amortisation and Tax	203.09	537.89
Depreciation and Amortisation Expense	54.30	68.58
Profit before Finance Costs and Tax	148.79	469.31
Finance Costs (net)	239.59	212.43
(Loss) / Profit before Tax	(90.80)	256.88
Provision for Current Tax	-	13.60
Provision for Deferred Tax	(0.07)	1.77
Net (Loss) / Profit	(90.73)	241.51
Other comprehensive income net of Tax	(0.60)	(0.28)
Surplus brought forward	723.10	541.87
Profit after Tax available for appropriation	631.77	783.10
Appropriation
Dividend on Equity Shares	58.87	58.85
Tax on Distributed Profit	1.78	1.15
Transfer to General Reserve	-	-
Surplus Carried Forward	571.12	723.10

Share Capital

The Paid-up Equity Share Capital as on March 31, 2019 was Rs. 33,63,84,367/- (Rupees Thirty Three Crore Sixty Three Lakh Eighty Four Thousand Three Hundred Sixty Seven Only) divided into 33,63,84,367 (Thirty Three Crore Sixty Three Lakh Eighty Four Thousand Three Hundred Sixty Seven) Equity Shares of Face Value of Rs. 1/- (Rupee One Only) each. During the Financial Year under review, your Company has allotted 1,11,636 (One Lakh Eleven Thousand Six Hundred and Thirty Six) Equity Shares of Face Value of Rs. 1/- (Rupee One Only) each pursuant to exercise of Options by the employees under Godrej Industries Limited- Employee Stock Grant Scheme, 2011 (ESGS 2011).

Dividend

The Board of Directors of your Company recommend a Final Dividend for the Financial Year 2018-19 at the rate of ‘1.15 (Rupee One Paise Fifteen Only) per Equity Share of Face Value of Rs. 1/- (Rupee One Only) each, subject to approval of the Members at the ensuing 31^st (Thirty First) Annual General Meeting.

The Dividend will be paid to the Members whose names appear in the Register of Members of the Company as on Tuesday, August 6, 2019 and in respect of shares held in dematerialised form, it will be paid to Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as the beneficial owners as on that date.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is appended as ‘Annexure A’ to this Report and the same is also made available on the website of the Company. The same can be accessed on http://www.godrejindustries.com/listing-compliance.aspx

Business Structure

Industry Structure and Development

As per The World Economic Outlook (WEO) update, global growth is now estimated to be at 3.6 percent in 2018 due to slowdown in the second half of 2018. This has led to downward revisions for several economies. The global economy is projected to grow at 3.3 percent in 2019 and 3.6 percent in 2020.

Growth in advanced economies is projected to slow from an estimated 2.2 percent in 2018 to 1.8 percent in 2019 and 1.7 percent in 2020. For the emerging markets and developing economy group, growth is expected to tick down to 4.4 percent in 2019 (from 4.5 percent in 2018), before improving to 4.8 percent in 2020.

The IMF estimates India’s economic growth at 7.1% in FY19, 7.3% in FY20 and 7.5% in FY21. According to the IMF’s database, India’s contribution to world growth has risen from 7.6% during 2000-2008 to 14.5% in 2018.

The Indian economy decelerated at a faster pace than anticipated in Q3 FY19 to 6.6% — the lowest in five quarters. The Central Statistics Office (CSO) also revised downward its full-year growth forecast for the current fiscal year to 7% from 7.2% estimated earlier. However, most international agencies project India’s growth to bounce back in the next fiscal year. According to rating agency Moody’s, Indian economy is expected to grow at 7.3 per cent in fiscal year 2018-19.

With the Indian economy projected to slow down further in the fourth quarter of FY19, the central bank’s focus has shifted from inflationary concerns to sustaining the growth momentum. RBI effected two back-to-back rate cuts of 25 basis points each to boost growth. Of the high-frequency indicators of industry, growth in the manufacturing component of the index of industrial production slowed to 1.3% in January 2019. Growth of eight core industries remained sluggish at 2.1% in February 2019. Overall investment demand, as reflected by gross fixed capital formation, showed an improvement due to continuing government capital expenditure in roadways and affordable housing.

Financial Year 2018-19 was a tough year for the agriculture sector. Overall monsoon was lower than normal being 9% lower than long period average (LPA - measured for the trailing 10 year period) and the rainfall distribution was erratic and patchy. Nearly 38% of the districts of the country reported deficient rainfall and states of Gujarat, Maharashtra, West Bengal, Jharkhand, were the worst hit.

Agriculture sector has also been focus of the Government as multiple measures were announced in interim budget with a purpose of boosting farmer income. Budget aimed at bringing stability to farm incomes and provide relief to small farmers. Under major Agriculture and rural schemes an amount of around Rs. 1.2 trillion has been allocated and an additional Rs. 1.6 trillion has been allocated for agriculture and animal husbandry sector. Increase in allocation over last year is mainly due to the allocation made for Income support scheme amounting to Rs. 75,000 crore. These schemes and measures if implemented well, can bring lot of benefits to farmers and agriculture economy in the long run.

Demand for home & personal care looks robust and is driven by domestic consumption. Surfactants and specialty chemicals which is used by this segment is growing at healthy rate. Commodity fatty acid demand is majorly driven by automobile industry which is showing signs of slowdown for the last three to six months. However specialty fatty acid demands looks good and is growing. Glycerin demand looks healthy and its growth is driven by domestic consumption.

Real estate is a key sector of the Indian economy, contributing 6-7 per cent of India’s GDP. In addition, the sector employs a 52 million workforce and is expected to generate over 15 million jobs over the next five years. According to the survey conducted by KPMG in association with National Real Estate Development Council (NAREDCO) and Asia Pacific Real Estate Association (APREA), the Indian real estate sector is estimated to grow to USD 650 billion by 2025 and surpass USD 850 billion by 2028 to touch USD 1 trillion by 2030, becoming the third largest globally. Regulatory reforms, steady demand generated through rapid urbanization, rising household income and the emergence of affordable housing and nuclear housing are expected to be key drivers of growth for the real estate sector.

Central Budget announcements indicate the government’s changing stand towards investment demand in real estate. Steps taken to increase flexibility on deployment of capital gains from property, increasing tax exemption period for unsold inventory and exemption from notional rent tax on second property are focused towards improving real estate investment demand. For affordable housing, the government has extended the time limit for availing tax deduction by one year.

In March 2019, GST council approved lower GST rates for real estate developers subject to certain terms and conditions. Affordable houses being constructed in ongoing projects under the existing central and state housing schemes presently eligible for concessional rate of 8% GST will be taxed at 1% GST. 5% GST will also be applicable on commercial apartments such as shops, offices etc. in a residential real estate project in which the carpet area of commercial apartments is not more than 15% of total carpet area of all apartments.

With NBFCs restraining their lending to cash strapped developers, there exists a huge opportunity for organized developers with strong balance sheets and execution track record to take over the projects of smaller developers at attractive valuations. The ongoing shake up in real estate sector is a pre-cursor to a transparent business environment driven by reforms such as RERA which is improving transparency and raising consumer activism on account of poor delivery by stressed developers. According to a CLSA report, the exit of weaker players will benefit will help organized developers to double their market share to 20% by FY24.

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is appended as ‘Annexure B’ to this Report.

Subsidiary and Associate Companies Godrej Agrovet Limited (GAVL)

Financial Year 2018-19 was a tough year for the agriculture sector. Overall monsoon was lower than normal, being 9% lower than the long period average rainfall (LPA - measured for the trailing 10 year period) and the rainfall distribution was erratic and patchy. Further, as per the latest estimates, agriculture and allied activities are estimated to have grown at a lower rate of 2.9% in 2018-19 as compared to 5% in the previous year.

Despite a difficult environment, Godrej Agrovet Limited, has been able to grow revenues and maintain profitability levels. For the Financial Year 2018-19, consolidated total income (excluding non-recurring income) grew by 12.6%. Revenue growth was supported by animal feed, vegetable oil and crop protection businesses. Profit before tax excluding non-recurring and exceptional items was Rs. 361 crore. The profitability was impacted by high raw material prices, mainly in the animal feed segment.

Animal Feeds:

For the Financial Year 2018-19, the animal feed segment achieved overall volume growth of around 14.2% largely anchored by volume growth in the layer feed segment. After arresting broiler feed volume de-growth in the previous year, this segment was successful in growing in double digits. Volume growth and better price realisation in the second half of the year in the animal feed segment, led to a revenue growth of 18.3%. However, segment margins were adversely impacted by sharp increase in the prices of key raw materials such as maize, soybean, rice bran extraction, fish meal etc. The animal feed segment is focused on optimizing capital employed. Godrej Agrovet Limited’s joint venture with Advanced Chemical Industries Limited (ACI), Bangladesh, named ACI Godrej Agrovet Private Limited was adversely impacted by lower demand for feed and higher raw material prices in Bangladesh.

Crop Protection Business:

Financial Year 2018-19 was a relatively difficult year for the domestic crop protection business. The business posted revenue growth of 7.5% and profit growth of 12.4%. The business introduced products across categories with the objective of increasing the product offering.

Oil Palm:

In the vegetable oil segment, GAVL benefitted from increase in prices of crude palm oil which helped in increasing the revenues by 16%. The profitability was adversely impacted due to higher procurement prices being paid for Fresh Fruit Bunches (FFB) to the farmers to avoid spillover to the neighbouring state. New palm oil mill which was being set up in Chintampally, Andhra Pradesh, has become operational in the third quarter of current year and is expected to improve oil extraction ratio in the medium-term.

Astec LifeSciences Limited (Astec) & its Subsidiaries:

GAVL’s subsidiary, Astec LifeSciences Limited, maintained its strong performance for the Financial Year 2018-19 as total income and profit before tax excluding exceptional items grew by 16.7% and 8.4%, respectively. Astec has successfully commissioned the backward integration plant in December 2018 which will help reduce its dependence on import of raw materials.

Creamline Dairy Products Limited (CDPL) & its Subsidiary:

In the dairy segment, GAVL’s subsidiary -Creamline Dairy Products Limited launched new products in the Financial Year 2018-19 with the purpose of increasing product offering. New product launches included products like thick milk shakes in different flavours, premium range of ice-creams and yogurts in different flavours. All the new products have received encouraging response from consumers. While revenues were flat at Rs. 1161 crore in the Financial Year 2018-19, operating profitability improved by 21.5% in the current fiscal.

Joint Ventures (JVs) & Associates of GAVL: Godrej Tyson Foods Limited:

In the Joint Venture Godrej Tyson Foods Ltd (GTFL), GAVL has increased its stake to 51% in March 2019. Tyson India Holdings Limited, a subsidiary of Tyson Foods Inc., U.S.A, currently holds 49% stake in GTFL. During the year, the business focussed on increasing the product portfolio in the ‘Yummiez’ product range and on growing the live bird business. As a result, GTFL’s total income grew by 12.6% for the Financial Year 2018-19. However, operating margins were impacted by sharp increase in raw material prices compared to the previous year.

Godrej Maxximilk Private Limited:

GAVL has also increased its stake in Godrej Maxximilk Private Limited by acquiring an additional 2.16% of the Paid-up Equity Share Capital in March 2019. GAVL now holds 52.06% in Godrej Maxximilk Private Limited. Godrej Maxximilk Private Limited is engaged in in-vitro production of high-quality cows that aid dairy farmers in producing top-quality milk, thereby increasing their yield by a significant proportion.

Godrej Properties Limited (GPL)

Financial Highlights: For FY19, GPLs total income increased by 57% and stood at Rs. 3,236 crore, EBITDA increased by 111% to Rs. 597 crore, and net profit increased by 191% to Rs. 253 crore.

Sales Highlights: After posting the best ever sales performance in FY19, GPL started FY19 on a subdued note with bookings of Rs. 1,627 crore in H1 FY19. However H2 FY19 witnessed a complete turnaround in sales performance with bookings of Rs. 3,689 crore. This included the best ever quarterly residential sales performance in Q4 FY19 where the company sold real estate worth Rs. 2,161 crore. The total value of bookings in FY19 stood at Rs. 5,316 crore, which represents a YoY increase of 5%. GPL sold more than 1.1 million sq. ft. with a booking value of over Rs. 900 crore in each of the four focus markets viz. Mumbai, NCR, Bangalore and Pune. As a result, GPL is likely to emerge as the largest publicly listed developer in India by sales value in FY19. Given our exciting launch pipeline, the company remains confident of maintaining momentum in the sales performance in the year ahead.

Continued success in business development:

FY19 has also been the best ever year for business development in the history of GPL in terms of area added under development. GPL added 11 new projects with saleable area of 31 million sq. ft. This includes a portfolio deal of 25 million sq. ft. in the Pune market which has been GPL’s largest ever deal and will dramatically enhance its presence in the Pune market. The availability of funds through private placement and low gearing ratio of 0.87 also give GPL an outstanding opportunity to disproportionately scale their project portfolio in FY20 and further build on the business development momentum.

Capital Raising: GPL raised Rs. 1,000 crore through a preferential allotment in June 2018. The company allotted 1,27,65,000 equity shares of Rs. 5 each to Gamnat Pte. Ltd., a GIC managed investment firm for Rs. 783.50/- per share. Post issue, Gamnat holds 5.57% equity stake in GPL.

This is a clear demonstration of the company’s ability to successfully raise capital in tough macroeconomic conditions for the real estate sector. The company has used the proceeds to fund exciting growth opportunities across India’s leading real estate markets.

Global recognition for sustainability initiatives:

GPL was ranked 4^th in Asia & 8^th globally by GRESB (Global Real Estate Sustainability Benchmark) -An industry-driven organization which assesses Environmental, Social and Governance (ESG) performance of real estate assets globally. GRESB is committed to rigorous and independent evaluation of the sustainability performance of real assets across the globe. GRESB data is used by more than 200 institutional investors, listed property companies and fund managers and is backed by all leading international real estate associations and industry bodies. It provides investors the tools to benchmark their investments against each other based on property type, country and regional peer groups. GRESB is widely recognized as the global standard for portfolio-level ESG reporting and benchmarking in the real asset sector.

Outlook: After a year of disruptions, the Indian economy is consolidating the gains from recent reforms. Never in the history of Indian real estate have so many significant events taken place within such a short period of time. While the initial days of the new regulatory environment saw Indian real estate going through a phase of transition, we now see an opportunity for disproportionate growth. The sales performance has strengthened significantly in H2 FY19. The company expects to further scale the sales momentum in FY20, given the exciting launch pipeline across the country which has been significantly enhanced by new project additions. Given the liquidity situation in the sector, which has become even more apparent in light of the NBFC crisis, the visibility on business development is the strongest ever witnessed and the company hopes to have numerous positive portfolio enhancement announcements in the coming Financial Year. GPL believe the company’s national presence, strong brand, and robust project portfolio leave them well placed to capitalize on this opportunity.

Natures Basket Limited (NBL)

Natures Basket Limited recorded a revenue of ‘365 Cr for the Financial Year 2018-19, with a sales growth of 20% over the previous year. The brand continues to win awards in forums like Food & Grocery forum, Franchise India Retail Award for Omni Chanel performance, TRRAIN awards for Customer service etc.

NBL’s overall customer base increased by over 18% in the current year and also the frequency of the most loyal customers increased by over 4%. Overall revenue from loyal customers contribute nearly 80% of overall revenue. We have seen 72% positive response in our customer surveys in the past Nine months. The online business clocked a sale of Rs. 17.4 Cr in FY 19. It contributed to 6% of the overall sales. NBL continues to improve its website and App experience through regular updates and improvements.

Godrej Consumer Products Limited

(GCPL)

Godrej Consumer Products (GCPL), an associate of your Company, has continued to grow ahead of the overall FMCG sector, as well as the home and personal care categories that it participates in, despite a challenging macroeconomic environment. On a consolidated basis, GCPL reported total sales of Rs. 10,221 crore during fiscal year 2018-19 as compared to Rs. 9,866 crore in the previous year. Its net profit for fiscal year 2018-19 grew by 43% at Rs. 2,342 crore as compared to Rs. 1,634 crore in fiscal year 2017-18.

GCPL is a leading emerging markets company. As part of the over 122-year young Godrej Group, GCPL is fortunate to have a proud legacy built on the strong values of trust, integrity and respect for others. At the same time, we are growing fast and have exciting, ambitious aspirations.

Today, our Group enjoys the patronage of 1.15 billion consumers globally, across different businesses. In line with our 3 by 3 approach to international expansion at Godrej Consumer Products, we are building a presence in 3 emerging markets (Asia, Africa, Latin America) across 3 categories (home care, personal care, hair care). GCPL ranks among the largest household insecticide and hair care players in emerging markets. In household insecticides, GCPL is the leader in India and Indonesia and are expanding its footprint in Africa. GCPL is also a leader in serving the hair care needs of women of African descent, the number one player in hair colour in India and Sub-Saharan Africa, and among the leading players in Latin America. GCPL ranks number two in soaps in India, are the number one player in air fresheners in India and Indonesia, and a leader in wet tissues in Indonesia.

But for us, it is very important that besides our strong financial performance and innovative, much-loved products, we remain a good company. GCPL is also bringing together our passion and purpose to make a difference through our ‘Good & Green’ approach to create a more inclusive and greener India.

At the heart of all of this, is our talented team. GCPL takes much pride in fostering an inspiring workplace, with an agile and high-performance culture. GCPL is also deeply committed to recognising and valuing diversity across our teams.

Other Subsidiaries

Godrej International Limited (GINL) is incorporated in the Isle of Man and is a wholly owned subsidiary of your Company.

Godrej International Trading & Investments Pte. Ltd. (GITI) is registered and located in Singapore and trades in palm and soya oil as well as in by products.

The year 2018-19 was marked by substantial increase in production of vegetable oils, led by palm oil. As stocks built up, prices came under severe pressure from September 2018 onwards and that pressure only lifted marginally towards January 2019. Despite larger production and consumption of palm bio diesel, prices were soft for most of the year. This helped margins at processors and consumers of vegetable oil but hit margins of producers and traders. Despite these adverse factors, both GINL and GITI held their own and improved profits marginally. GINL & GITI also continued to enjoy a high reputation in the industry for their market research and their frequent Market Outlook releases.

Ensemble Holdings & Finance Limited (EHFL), a wholly owned subsidiary of your Company, is a Non-Banking Finance Company. The total income of EHFL for FY19 was Rs. 2.22 crore as compared to ‘ 0.62 crore in the previous year

Financial Position

The Net Debt Position at the end of the Financial Year stands at Rs. 2,679 crore as compared to Rs. 2,629 crore for the previous year. The Net debt equity ratio is 1.64 as compared to 1.47 in the previous year. Your Company continues to hold the topmost rating of [ICRA] A1 from ICRA for its commercial paper program (Rs. 1000 crore) (previous year Rs. 1000 crore). ICRA has reaffirmed an [ICRA] A1 rating for its short term debt instruments/other banking facilities (Rs. 800 crore) (previous year Rs. 800 crore). This rating of ICRA represents highest-credit quality carrying lowest-credit risk. ICRA also reaffirmed [ICRA]AA rating with stable outlook for long-term debt, working capital and other banking facilities (Rs. 1340 crore) (previous year Rs. 1340 crore). In addition to the ICRA’s rating for commercial paper programme, CRISIL has also assigned a rating of “CRISIL A1 ” to the commercial paper programme of Rs. 1000 crore. Instruments with these ratings are considered to have very strong degree of safety regarding timely payment of financial obligations.

Report on Performance and Financial Position of Subsidiary Companies:

Report on Performance and Financial Position of each of the Subsidiaries, Associates, Joint Venture companies in Form AOC-1, forms a part of the consolidated Financial Statments.

Loans, Guarantees & Investments

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments by the Company under the aforesaid provisions during the Financial Year 2018-19 have been provided in the Notes to the Standalone Financial Statements.

Related Party Transactions

In compliance with the Listing Regulations, the Company has a policy on Materiality of Related Party Transactions and dealing with Related Party Transactions (RPT Policy). The RPT Policy can be accessed on the website of the Company, viz. http://www.godrejindustries.com/listing-compliance.aspx.

All Related Party Transactions entered into by your Company during the Financial Year 201819 were on an arm’s length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company. Requisite prior approval of the Audit Committee of the Board of Directors was obtained for Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Section 134(3)(h) and Section 188 of the Companies Act, 2013 read with the Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Attention of Members is also drawn to the disclosure of transactions with related parties set out in Note No. 40 of Standalone Financial Statements, forming part of the Annual Report. None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company. Further, the Company has not entered into any transactions with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company during the Financial Year 2018-19.

Manufacturing Facilities

Your Company has manufacturing units at Ambernath, Valia, Wadala and Dombivali. Ambernath factory recently certified by all new ISO standard in 2018-19 i.e. ISO 9001:2015 (QMS), ISO 14001:2015 ( EMS) & ISO 45001:2018 (OHSMS). We are first in India and few across globe for getting certified by ISO 45001:2018 (Safety Standard). Recently Ambernath factory is awarded first prize in “Industrial Safety & Health” organized by Directorate of Safety and Health, Government of Maharashtra. Ambernath factory also won Godrej Group 2019 Safety award.

The Valia factory is ISO - 9001:2015, ISO 14001:2015 and ISO 18001:2007 cerified. Majority of the finished products are Kosher certified and some are also REACH registered to meet the EU regulation. We are also a member of RSPO (Roundtable for Sustainable Palm Oil). We are already GMP B2 certified for Palmitic acid and this year we also got HALAL certification for it. The factory has FDA, FSSAI certification for Glycerin and USP NF certification for fatty alcohol. We are also planning for FDA certification for Sodium Lauryl Sulfate (SLS) Powder which will help us to label our product as per IP/BP/USP. In new product domain, we have started commericial production for Bio God (biosurfactant), Ethyl Hexyl Palmitate and Tridecyl Salicylate.

Vegoils Division (Wadala), is state of art vegetable oil refining facility in Mumbai for manufacturing edible oils and Vanaspati. It is 100 TPD continuous refinery to process vegetable oils like Sunflower oil, Groundnut oil and Vanaspati. Factory is ISO 22000-2005 certified and also possess Kosher and Halal certificate. This Factory also produces and sells Pharmaceutical grade refined Groundnut oil (Arachis oil) to Pharmaceuticals Company for their application. This Factory produces and packs variety of edible oils (Sesame oil, Sunflower oil, Groundnut oil, Ricebran oil, Palmolein oil and Vanaspati) in various pack sizes.

The Dombivali unit has flexibility of producing multiple value added products, mainly fatty esters and amide, used in personal and home care products.

Research and Development (R&D)

During the year under consideration, R&D has continued its quest for the innovation in existing processes/product ranges and also came up with many new concept ingredients majority of which are derived from Oleo sources mainly and have applications in Home, Personal care, Animal Nutrition and Agricultural fields. Some of them are under field trials at external laboratories and research labs. Fatty acids blends for the Fuel lubricity and Polymer applications were designed and further optimized so as to expand the market and applications areas for the fatty acids business.

Parallel to all the above projects, R&D continues its efforts in developing improved and customized specialty surfactants, biosurfactants and home & personal care ingredients and their blends, through inhouse and external consultation routes. The list of new specialty ingredients being developed are scouted and obtained through interactions of our R&D with various customers, R&Ds and their requirements and suggestions. Our current emphasis for the new development is “Go Green” and accordingly we are focusing more and more on the totally biodegradable ingredients/Blends replacing the chemicals ingredients.

Human Resource Development and Industrial Relations

During the year under review, industrial relations at all plant locations remained harmonious.

Your Company emphasizes on the safety & engagement of people working in its premises. Structured safety meetings & recognition events were held through the year. The total number of persons employed in your Company as on March 31, 2019 were 1,123.

Business Responsibility Report

The Business Responsibility Report highlighting your Company’s sustainability initiatives is appended as ‘Annexure C’. This Report describes the initiatives taken by the Company from an environment, social and governance perspective.

Employee Stock Grant Scheme 2011 (ESGS)

The details of the grants allotted under Godrej Industries Limited - Employee Stock Grant Scheme, 2011 (ESGS 2011), as also the disclosures in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, have been uploaded on the website of the Company at www.gorejindustries.com.

The Nomination and Remuneration Committee of the Board of Directors administers and monitors the ESGS 2011. The Board of Directors confirm that the ESGS 2011 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the resolution passed by the Members. The Board further confirms that there have been no changes in the ESGS 2011 Scheme during the Financial Year 2018-19. The Certificate, obtained from M/s. BSR & Co. LLP, Statutory Auditors in this regard, shall be kept open for inspection by the Members at the ensuing 31^st (Thirty First) Annual General Meeting.

Fixed Deposits

The details of deposits covered under Chapter V of the Companies Act, 2013, i.e., deposits within the meaning of Rule 2(1 )(c) of the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2018-19 are as follows:

Sr. No.	Particulars	Details (Rs. crore)
(i)	Deposits accepted during the Year	Nil
(ii)	Deposits remained unpaid or unclaimed during the Year:
	Matured Deposits with the Company	0.48
(iii)	Whether there has been any default in repayment of deposits or payment of interest thereon during the Year and if so, number of such cases and total amount involved:
	a. At the beginning of the Year:	Nil
	b. Maximum during the Year:	NIl
	c. At the end of the Year:	Nil
(iv)	Details of deposits which are not in
	compliance with the requirements of Schedule V of the Companies Act	Nil

Your Company is currently not accepting public deposits and has not accepted any deposits from its Directors during Financial Year 2018-19.

Directors

(a) Re-appointment of Whole Time Directors

Upon recommendation of the Nomination and Remuneration Committee of the Board of Directors and as approved by the Board of Directors at their Meetings held on May 23, 2018, Ms. Tanya Dubash (DIN: 00026028) and Mr. Nitin Nabar (DIN: 06521655) were re-appointed as the Whole Time Directors of your Company for a period of 3 (Three) years starting from April 1, 2019 upto March 31, 2022, on the terms and conditions which were approved by the Members at the 30^th (Thirtieth) Annual General Meeting (AGM) held on August 13, 2018.

(b) Appointment of Independent Directors

Upon recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors through Circular Resolution passed dated March 12, 2019 and March 13, 2019 respectively, Ms. Rashmi Joshi (DIN: 06641898) was appointed as the “Additional (Non-Executive Independent) Director” on the Board of Directors of your Company for a term of 5 (Five) years starting from March 15, 2019 upto March 14, 2024, which is subject to approval of the Members at the ensuing 31^st (Thirty First) AGM.

Further, upon recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors at their Meetings held on May 13, 2019, Mr. Mathew Eipe (DIN: 00027780) and Dr. Ganapati Yadav (DIN: 02235661) were appointed as the “Additional (Non-Executive Independent) Directors” on the Board of Directors of your Company for a term of 5 (Five) years starting from May 13, 2019 upto May 12, 2024, which is subject to approval of the Members at the ensuing 31^st (Thirty First) AGM.

Further, upon recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors at their Meetings held on May 13, 2019, Mr. Keki Elavia (DIN: 00003940) was re-appointed as the “Non-Executive Independent Director” on the Board of Directors of your Company for his second term starting from August 9, 2019 upto March 31, 2021 and Mr. Kavas Petigara (DIN: 00066162) was re-appointed as the “Non-Executive Independent Director” on the Board of Directors of your Company for his second term starting from August 9, 2019 upto July 8, 2023, both are subject to approval of the Members at the ensuing 31^st (Thirty First ) AGM.

(c) Directors liable to retire by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Jamshyd Godrej (DIN: 00076250) and Ms. Tanya Dubash (DIN: 00026028), Directors of the Company are liable to retire by rotation at the ensuing 31^st (Thirty First) AGM, and being eligible, have offered themselves for re-appointment.

(d) Resolutions to be passed at the ensuing AGM

Appropriate resolutions for appointment / reappointment of Ms. Rashmi Joshi, Mr. Mathew Eipe, Dr. Ganapati Yadav, Mr. Keki Elavia, Mr. Kavas Petigara as the “Non-Executive Independent Directors” and for re-appointment of Mr. Jamshyd Godrej and Ms. Tanya Dubash as the Directors of the Company liable to retire by rotation, are being moved at the ensuing 31^st (Thirty First) AGM, which the Board recommends for your approval.

(e) Composition of Board of Directors

As on the date of this Board’s Report, i.e., as on May 13, 2019, your Company’s Board of Directors comprises of the following Directors:

Name of the Director	Director Identification Number (DIN)	Category
Mr. Adi Godrej	00065964	Chairman and Non-Executive Non-Independent Director
Mr. Jamshyd Godrej	00076250	Non-Executive Non-Independent Director
Mr. Nadir Godrej	00066195	Managing Director
Mr. Saleem Ahmadullah	00037137	Non-Executive Independent Director
Mr. Amit Choudhury	00557547	Non-Executive Independent Director
Mr. Aspy Cooper	00026134	Non-Executive Independent Director
Mr. Vijay Crishna	00066267	Non-Executive Non-Independent Director
Mr. Kersi Dastur	00050199	Non-Executive Independent Director
Mr. Mathew Eipe	00027780	Non-Executive Independent Director
Mr. Keki Elavia	00003940	Non-Executive Independent Director
Ms. Rashmi Joshi	06641898	Non-Executive Independent Director
Mr. Kavas Petigara	00066162	Non-Executive Independent Director
Ms. Tanya Dubash	00026028	Executive Director & Chief Brand Officer
Mr. Nitin Nabar	06521655	Executive Director & President Chemicals
Dr. Ganapati Yadav	02235661	Non-Executive Independent Director

(f) Declaration of Independence from Independent Directors

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of provisions of Section 134(3)(d) of the Companies Act, 2013, the Board of Directors of your Company have taken note of these declarations of independence received from all the Independent Directors after undertaking due assessment of the veracity of the same.

(g) Board Meetings

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

The Board of Directors of your Company met 5 (Five) times during the Financial Year 2018-19 (i.e. on May 23, 2018, August 13, 2018, November 12, 2018, January 14, 2019 and February 13, 2019). The maximum gap between two Board Meetings did not exceed 120 (One Hundred and Twenty) days. The details of Board Meetings and the attendance record of the Directors are provided in the Report on Corporate Governance section of the Annual Report.

(h) Performance Evaluation of the Board of Directors, its individual members, and its Committees

In terms with the Policy for Evaluation of the Performance of the Board of Directors of the Company, we conducted a formal Board Effectiveness Review, as part of our efforts to evaluate the performance of our Board and identify areas that need improvement, in order to enhance the effectiveness of the Board, its Committees, and Individual Directors. This was in line with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Chairperson and the Nomination and Remuneration Committee of the Board to design and execute this process. It was later adopted by the Board. Each Board Member completed a confidential online questionnaire, sharing vital feedback on how the Board currently operates and how its effectiveness could be improved. The survey comprised of below sections and compiled feedback and suggestions on:

- Board Processes (including Board composition, strategic orientation and team dynamics);

- Individual Committees;

- Individual Board Members;

- the Chairman; and

- Declaration of independence from Independent Directors

The criteria for Board processes included Board composition, strategic orientation and team dynamics. Evaluation of each of the Board Committees covered whether they have well-defined objectives, the correct composition, and whether they achieved their objectives. The criteria for Individual Board Members included skills, experience, level of preparedness, attendance, extent of contribution to Board debates and discussion, and how each Director leveraged their expertise and networks to meaningfully contribute to the Company. The criteria for the Chairperson’s evaluation included leadership style and conduct of Board Meetings.

The following reports were created as part of the evaluation:

- Board Feedback Report;

- Individual Board Member Feedback Report;

- Chairman’s Feedback Report

Further, the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The overall Board Feedback Report was facilitated by Mr. Adi Godrej, Chairman with Independent Directors. The Directors were not only vocal regarding the Board functioning effectively but also identified areas that showed scope for improvement. Feedback from the Committees and Individual Board Members was shared with the Chairman. Following his evaluation, a Chairman’s Feedback Report was compiled.

(i) Nomination and Remuneration Policy:

The Company’s Nomination and Remuneration Policy for Directors, Key Managerial Personnel, and other employees can be accessed on the Company’s website at http://www.godrejindustries.com/ listing-compliance.aspx. The Company’s total rewards framework aims at holistically using elements such as fixed and variable compensation, long-term incentives, benefits and perquisites, and noncompensation elements (career development, work-life balance, and recognition). The Non-Executive Directors receive sitting fees in accordance with the provisions of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee, the Board had framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Board Appointment Policy are stated below:

Talent Management and Succession Planning

Your Company has the talent management process in place with an objective of developing a robust talent pipeline for the organisation which includes the senior leadership team.

As part of our Talent Management Process called Total Talent Management, we identify critical positions and assess the succession coverage for them annually. During this process, we also review the supply of talent, identify high potential employees and plan talent actions to meet the organisation’s talent objectives. We continue to deploy leadership development initiatives to build succession for key roles.

Total Rewards Philosophy

The policy of your Company on Director’s appointment and remuneration of the Directors, Key Managerial Personnel and other employees including criteria for determining qualifications, positive attributes, independence of a director, is stated below:

(j) Familiarisation Programmes

Familiarisation programmes for the Independent Directors were conducted during the Financial Year 2018-19. Apart from this, there were quarterly business presentations by Mr. Clement Pinto, Chief Financial Officer of the Company. The details of familiarization programmes pursuant to Regulation 25(7) of the Listing Regulations is uploaded on the Company’s website, viz. http:// www.godrejindustries.com/listing-compliance. aspx

Key Managerial Personnel

Ms. Nilufer Shekhawat resigned from the position of the “Company Secretary” of your Company due to personal reasons with effect from October 31, 2018. Upon recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors at their Meetings held on November 12, 2018, Ms. Tejal Jariwala was appointed as the “Company Secretary & Compliance Officer” of your Company with effect from November 12, 2018.

Details of Directors / Key Managerial Personnel who were appointed or have resigned during the Financial Year 2018-19

i. Ms. Tanya Dubash was re-appointed as the Whole Time Director with effect from April 1, 2019 upto March 31, 2022;

ii. Mr. Nitin Nabar was re-appointed as the Whole Time Director with effect from April 1, 2019 upto March 31, 2022;

iii. Ms. Nilufer Shekhawat had resigned from the position of Company Secretary with effect from October 31, 2018;

iv. Ms. Tejal Jariwala was appointed as the Company Secretary & Compliance Officer with effect from November 12, 2018;

v. Ms. Rashmi Joshi was appointed as the Additional Non-Executive Independent Director with effect from March 15, 2019.

Auditors and Auditors’ Report Statutory Auditors

M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) have been appointed as the Statutory Auditors of the Company at the 29^th (Twenty Ninth) Annual General Meeting (AGM) of the Members held on August 11, 2017, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit And Auditors) Rules, 2014, for a term of 5 (Five) years, to hold office from the conclusion of the 29^th (Twenty Ninth) AGM, till the conclusion of the 34^th (Thirty Fourth) AGM, on a remuneration as may be decided by the Board of Directors. Their appointment was subject to ratification by the Members at every subsequent AGM held after the AGM held on August 11, 2017. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017, effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors was withdrawn from the statute. In view of the same, the Members of the Company at the 30^th (Thirtieth) AGM held on August 13, 2018 had approved ratification of appointment of M/s. BSR & Co. LLP as the Statutory Auditors of the Company for the remaining period, i.e. from the conclusion of 30^th (Thirtieth) AGM held on August 13, 2018 upto the conclusion of the 34^th (Thirty Fourth) AGM. Therefore, the approval of the Members for continuance of their appointment at this AGM is not being sought. The Statutory Auditor’s Report on the Financial Statements for the Financial Year ended on March 31, 2019 does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 000010) were appointed by the Board of Directors as the Cost Auditors of the Company for all the applicable products pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, for the Financial Year 2018-19. They are required to submit the report within 180 (One Hundred and Eighty) days from the end of the accounting year.

Further, upon recommendation of the Audit Committee, the Board of Directors at their Meetings held on May 13, 2019 have approved re-appointment of M/s. R. Nanabhoy & Co., Cost Accountants, being eligible, as the Cost Auditors of the Company for the Financial Year 2019-20 at a remuneration of Rs. 3,04,000/- (Rupees Three Lakh Four Thousand Only) plus applicable taxes and out of pocket expenses, subject to ratification of the said remuneration by the Members at the ensuing 31^st (Thirty First) Annual General Meeting pursuant to Section 148 of the Companies Act, 2013.

The Company has maintained the necessary accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 pertaining to Cost Audit.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company’s Board of Directors had appointed M/s. A. N. Ramani & Co., Practicing Company Secretaries (Certificate of Practice No. 9577), to conduct Secretarial Audit of the Company for the Financial Year 2018-19.

The Secretarial Audit Report issued by M/s. A. N. Ramami & Co., Secretarial Auditors for the Financial Year ended March 31, 2019 is annexed herewith marked as ‘Annexure D’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Vigil Mechanism / Whistle Blower Policy

Your Company is focused to ensure that integrity and ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical behavior.

Your Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. This initiative was taken to encourage employees to report irregularities in operations, besides complying with the statutory requirements under Companies Act, 2013. All employees of the Company can avail this mechanism. If the whistle blower is not satisfied with the actions taken, necessary steps to escalate the same can be taken. Through the process, the mechanism considers and extends complete protection to the whistle blower and direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

Committees of Board of Directors Audit Committee

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Listing Regulations, your Company has constituted an Audit Committee of the Board of Directors.

The composition of the Audit Committee during the Financial Year 2018-19 was as under:

Name of the Member	Designation
Mr. Kersi Dastur	Chairman (Independent Director)
Mr. Saleem Ahmadullah	Member (Independent Director)
Mr. Kavas Petigara	Member (Independent Director)
Mr. Amit Choudhury	Member (Independent Director)

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. All observations and recommendations made by the Audit Committee to the Board of Directors, were duly noted and accepted by the Board.

There were 4 (Four) Meetings of the Audit Committee held during the Financial Year 2018-19 (i.e., May 23, 2018, August 13, 2018, November 12, 2018 and February 13, 2019).

Risk Management Committee

Pursuant to the provisions of Regulation 21 of Listing Regulations, your Company has constituted a Risk Management Committee of the Board of Directors.

The composition of the Risk Management Committee during the Financial Year 2018-19 was as under:

Name of the Member	Designation
Mr. Nadir Godrej	Chairman (Managing Director)
Ms. Tanya Dubash	Member (Executive Director & Chief Brand Officer)
Mr. Nitin Nabar	Member (Executive Director & President Chemicals)

There were 4 (Four) Meetings of the Risk Management Committee held during the Financial Year 2018-19 (i.e., May 10, 2018, July 9, 2018, November 1, 2018 and January 29, 2019).

Your Company had formed a Risk Management Committee consisting of the Managing Director and the Whole time Directors. The Committee identifies and evaluates business risks and opportunities. This Committee has formulated and implemented a policy on risk management to ensure that the company’s reporting system is reliable and that the company complies with relevant laws and regulations. The Board of Directors of your Company are of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. The Board of Directors of your Company has constituted Internal Complaints Committees (ICCs) at Head Office as well as regional levels pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has formulated and circulated to all the employees, a policy on prevention of sexual harassment at workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment. Since there were no complaints received by the ICCs during the calendar year 2018, the Committee filed a ‘NIL’ complaints report with the concerned authority(ies), in compliance with Section 22 of the aforementioned act.

Directors’ Responsibility Statement

The Board of Directors have laid down Internal Financial Controls within the meaning of the explanation to Section 134(5)(e) (“IFC”) of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and will evolve over time as the business, technology and possibly even fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There might therefore be gaps in the IFC as Business evolves. Your Company has a process in place to continuously identify such gaps and implement newer and / or improved controls wherever the effect of such gaps might have a material effect on the Company’s operations.

Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company, based on the representation received from the Operating Management and after due enquiry confirm the following:

a) In the preparation of the annual accounts for the Financial Year 2018-19, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e. March 31, 2019) and of the profit and loss of the Company for that period (i.e. the Financial Year 2018-19);

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the Financial Year ended March 31, 2019 on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance of all laws applicable to the Company and such systems are adequate and operating effectively.

Corporate Governance

As required by the existing Regulation 34(3) read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is included in the Annual Report.

M/s. A. N. Ramani, Practicing Company Secretaries have certified the Company’s compliance of the requirements of Corporate Governance in terms of Regulation 34(3) read with Schedule V of the Listing Regulations and their compliance certificate is annexed to the Report on Corporate Governance.

Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as ‘Annexure E’ to this Report.

Annual Return

In compliance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as per Section 92(3) of the Companies Act, 2013 has been hosted on the website of the Company, viz. www.godrejindustries.com.

Managerial Remuneration and Remuneration Particulars of Employees

The remuneration paid to Directors and Key Managerial Personnel and the employees of the Company during the Financial Year 2018-19 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ‘Annexure F’ to this Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available for inspection by the Members at Registered Office of the Company during all days expect Saturdays, Sundays and public holidays from 10.00 a.m. to 4.00 p.m. on working days upto the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, at the Registered Office of the Company, whereupon a copy would be sent.

Material changes and commitments since the Financial Year end

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the March 31, 2019 and the date of this Boards’ Report (i.e. May 13, 2019).

Fraud Reporting

There have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

Corporate Restructuring

(a) Scheme of Amalgamation of Vora Soaps Limited, erstwhile Holding Company with Godrej Industries Limited (“the Company”)

The Hon’ble National Company Law Tribunal, Mumbai Bench had sanctioned the Scheme of Amalgamation of Vora Soaps Limited (VSL) with the Company vide its Order dated December 14, 2018. The said Scheme was made effective on December 24, 2018 post filing of the Order with Registrar of Companies. Pursuant to the Scheme, 19,39,04,681 Equity Shares have been allotted to Shareholders of VSL on January 14, 2019, and accordingly, 19,39,04,681 Equity Shares held by VSL in the Company were cancelled. Pursuant to this, VSL stands amalgamated with your Company. Post allotment / cancellation of Equity Shares, the Promoter Shareholding in the Company now stands at 61.33%.

(b) Scheme of Arrangement (Demerger) entered into between Ensemble Holdings & Finance Limited, Wholly Owned Subsidiary and Godrej Industries Limited (“the Company”)

The Board of Directors of your Company approved the Scheme of Arrangement (Demerger) between Ensemble Holdings & Finance Limited, Wholly Owned Subsidiary and the Company and their respective Shareholders (‘Scheme’) at their Meeting held on February 13, 2019. The Scheme is subject to the approval of the Hon’ble National Company Law Tribunal (‘NCLT’), shareholders and/ or creditors and such other competent authority as may be directed by the Hon’ble NCLT. Accordingly, the Scheme has been filed with the Stock Exchanges and the company will proceed with other necessary formalities in this regard.

Policies of the Company

Listing Regulations have mandated the formulation of certain policies for all listed companies. As per provisions of Listing Regulations, certain Policies are hosted on the Company’s website viz; www.godrejindustries.com.

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

Name of the Policy	Brief Particulars of the Policy
Risk Management Policy	The Company has in place, a Risk Management Policy which is framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks.
Corporate Social Responsibility Policy	The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the Board and the Board has approved a Corporate Social Responsibility Policy (CSR Policy), which outlines the Company’s strategy to bring about a positive impact on society through various CSR activities and programmes.
Policy for determining Material Subsidiaries	This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1 )(c) and Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has the following Material Subsidiaries as on March 31, 2019: 1) Godrej Properties Limited (Listed Subsidiary) 2) Godrej Agrovet Limited (Listed Subsidiary)

Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
Whistle Blower Policy / Vigil Mechanism	Your Company has a Vigil Mechanism / Whistle Blower Policy which provides adequate safeguards against victimization of persons who use Whistle Blower mechanism and make provision for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
Policy on Prevention of Sexual Harassment at Workplace	Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction	This Policy regulates all transactions between the Company and its Related Parties.
Code of Conduct for the Board of Directors and Senior Management Personnel	Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed.
Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
Policy on Criteria for determining Materiality of Events	This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of Regulation 30 of the Listing Regulations.

Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, your Company is required to disclose on its website, all such events or information which have been disclosed to the Stock Exchanges where the securities of the Company are listed. Further, such disclosures shall be hosted on the website of the Company for a minimum period of 5 (five) years and thereafter as per Archival Policy of the Company.
Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect.

Disclosures as per the Companies (Accounts) Rules, 2014

Change in nature of business, if any	None
Names of Companies which have become or have ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the Financial Year 2018-19	None
Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and the Company’s operations in future	During the Financial Year 2018-19, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future

Secretarial Standards

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

Transfer to Investor Education and Protection Fund

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Rs. 6,84,338/- (Rupees Six Lakh Eighty Four Thousand Three Hundred Thirty Eight Only) unpaid / unclaimed dividends were transferred during the Financial Year 201819 to the Investor Education and Protection Fund (IEPF).

The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company. The same can be accessed on www.godrejindustries.com.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 13, 2018 (date of last AGM) on the Company’s website which can be accessed on www.godrejindustries.com and of the Ministry of Corporate Affairs website at www.iepf.gov.in.

Depository System

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2019, 99.87% of the Equity Shares of your Company were held in demat form.

Listing

The Equity Shares of your Company are listed at the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The applicable annual listing fees have been paid to the Stock Exchanges before the due dates.

The Equity Shares of your Company were not suspended from trading on BSE and NSE at any point of time during the Financial Year 2018-19.

Additional Information

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

The Consolidated Financial Statements of your Company form a part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiaries. The Audited Annual Accounts and related information of the Company’s Subsidiaries will be made available upon request. These documents will also be available for inspection during all days expect Saturdays, Sundays and public holidays during business hours at the Company’s Registered Office. The Subsidiary Companies’ documents are also available on the Company’s website, viz., www.godrejindustries.com.

Acknowledgement

Your Directors thank the Union Government, the Governments of Maharashtra and Gujarat as also all the Government Agencies, Banks, Financial Institutions, Shareholders, Customers, Fixed Deposit Holders, Vendors and other Business Associates, who, through their continued support and co-operation, have helped as partners in your Company’s progress. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of the Company.

For and on behalf of the Board of Directors

of Godrej Industries Limited

Adi Godrej Chairman

(DIN: 00065964)

Mumbai, May 13, 2019

---

Mar 31, 2019

DIRECTORS’ REPORT OF GODREJ AGROVET LIMITED

[Corporate Identity Number (CIN): L15410MH1991PLC135359]

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

TO THE MEMBERS:

The Directors have pleasure in presenting the Directors'' Report along with the Audited Financial Statements for the Financial Year (F.Y.) 2018-19.

1. FINANCIAL SUMMARY:

Your Company''s Standalone and Consolidated performance during the Financial Year (F.Y.) 2018-19 as compared with that of the previous Financial Year (F.Y.) 2017-18 is summarized below:-

(Rs, in Crore)

Particulars	Standalone		Consolidated
	2018-19	2017-18	2018-19	2017-18
Total Income	4,344.60	3,719.35	5,923.85	5,237.72
Profit Before Taxation & Exceptional Items	307.49	281.32	389.00	359.70
Add: Exceptional Items	-	-	88.30	12.05
Profit Before Taxation (PBT)	307.49	281.32	477.30	371.75
Less : Provision for Taxation	99.61	90.46	127.97	120.71
Profit After Taxation (PAT)	207.88	190.86	349.33	251.04

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

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year (F.Y.) 2018-19.

Businesses of the Company:

Animal Feed:

Volume growth at 14.2% remained strong for the Animal Feed business during the Financial Year 2018-19, mainly driven by robust growth in the layer feed segment. Broiler feed and fish feed segments also posted double digit volume growth. However, cattle feed volume growth remained low and volumes in the shrimp feed saw a decline as compared to previous year. Animal Feed segment sales grew by 18.3% year-on-year to Rs,3,046.47 Crore in the current Financial Year supported by volume growth and price increase taken by the Company during the second half of the year. However, segment results were impacted by sharp increase in the raw material prices.

Crop Protection:

At a standalone level, Crop Protection segment sales and segment result grew by 7.5% and 12.4%, respectively, during the Financial Year 2018-19. The Company introduced multiple new products across categories to increase the product offering. Your Company continues to focus on introducing more innovative products which will help in increasing penetration both in the strategic crops and in the new geographies.

Vegetable Oil:

The sales of the Vegetable Oil segment increased to Rs,679.30 Crore in the Financial Year 2018-19, a growth of 16.0% driven by increase in price of crude palm oil. Segment profit was Rs,113.45 Crore in the current year compared to Rs,112.26 Crore reported last year. New plant which was being set up in Seethanagaram, Andhra Pradesh became operational during the Financial Year 2018-19.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of our Subsidiaries, Associates and Joint Ventures in the Form AOC-1 is annexed and form part of the Financial Statement. The statement provides the details of performance and financial position of each of the Subsidiaries, Associates and Joint Ventures. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements, audited accounts of all the Subsidiaries and other documents attached thereto are available on your Company''s website: www.godrejagrovet.com.

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

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

1. Godvet Agrochem Limited:

Godvet Agrochem Limited (“Godvet”) is a wholly owned subsidiary of your Company. During the Financial Year 2018-19, Godvet recorded Profit Before Tax of Rs,0.632 Crore as compared to Profit before Tax of Rs,0.627 Crore in the Financial Year 2017-18.

2. Astec Life Sciences Limited & Its Subsidiaries:

Astec Life Sciences Limited (“Astec”) manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 24 countries. During the Financial Year 2018-19, the Astec''s performance remained strong as it posted total income of Rs,442.06 Crore, a growth of 16.7% over the previous Financial Year. Profit Before Exceptional Items and Tax also increased to Rs,55.90 Crore during Financial Year 2018-19 as compared to Rs,51.56 Crore during the Financial Year 2017-18.

Subsidiaries of Astec Life Sciences Limited:

Astec Life Sciences Limited had the following 3 (three) subsidiaries during the Financial Year (F.Y.) 2018-19:

(i) Behram Chemicals Private Limited:

During the Financial Year 2018-19, Behram Chemicals Private Limited reported Profit Before Tax of Rs,0.10 Crore as compared to Profit Before Tax of Rs,0.07 Crore during the last year.

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

For the year ended March 31, 2019, Comercializadora Agricola Agroastrachem Cia Ltda reported Loss Before Tax of (Rs,0.00) ¹Crore, as compared to Loss Before Tax of (Rs,0.01) Crore reported during the corresponding period last year.

Subsidiary of Creamline Dairy Products Limited:

(i) Nagavalli Milkline Private Limited: Nagavalli Milkline Private Limited (“Nagavalli”) has been a wholly-owned subsidiary of CDPL during the Financial Year 2018-19. The Company is principally engaged in milk procurement, processing of milk and manufacturing of milk products. As a part of a reorganization strategy, the Board of Directors of CDPL and Nagavalli have in their respective Board Meetings held on May 2, 2018, unanimously approved the proposal for the amalgamation of Nagavalli with CDPL, subject to the necessary statutory / regulatory approvals. Accordingly, a Scheme of Amalgamation has been filed with the Hon’ble National Company Law Tribunal (‘NCLT''), Hyderabad Bench under Sections 230 to 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with Appointed Date of April 1, 2018. Pending approval of NCLT, no effect of the scheme has been given in the Financial Statements. The Appointed Date has been changed to April 1, 2019 basis approval granted by the Board of Directors of CDPL on April 22, 2019 and Nagavalli on April 29, 2019.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited (“GTFL”) has become a Subsidiary of your Company with effect from March 27, 2019. Your Company has acquired an additional 1.1 % of the Paid-up Equity Share Capital of its Joint Venture GTFL, increasing its total shareholding in GTFL from 49.9% to 51.0%. GTFL is engaged in the manufacturing of processed poultry and vegetarian products through its brands ‘Real Good Chicken'' and ‘Yummiez'' respectively. During Financial Year 2018-19, GTFL recorded total income of Rs,489.07 Crore representing year-on-year growth of 12.6%.

5. Godrej Maxximilk Private Limited:

With effect from March 27, 2019, Godrej Maxximilk Private Limited (“GMPL”) has become a Subsidiary of your Company. Your Company has acquired additional 2.16% of the Paid-up Equity Share Capital of GMPL, increasing its total shareholding in GMPL from 49.9% to 52.06%. GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion.

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

(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited recorded revenues of Rs,654.86 Crore during Financial Year 2018-19 as compared to revenues of Rs,675.35 Crore during Financial Year 2017-18. The Joint Venture continues to remain among top players in all the feed categories it operates in Bangladesh.

(ii) Omnivore India Capital Trust:

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

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

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

Godrej Agrovet Limited currently has a 24.0% stake in the associate (with a 33.33% share in profits). The investment in this company appears as part of current investment in the current Financial Year.

3. FINANCE:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates. During the Financial Year under review, the credit rating granted by ICRA Limited to your Company has been re-affirmed at “[ICRA]AA” with respect to Long Term Fund Based Bank facilities and “[ICRA]A1 ” with respect to Short Term Fund Based facilities (including for Commercial Paper).

4. INFORMATION SYSTEMS:

During the Financial Year under review, your Company has initiated the following digital automation measures for itself and its Subsidiaries, Associate & Joint Venture Company to automate and improve upon business functions and processes;

- Provided Mobile Apps to the distributors to provide timely service and bring in more transparency in business transactions.

- Implemented digital expense management system to simplify and improve employee reimbursement processes.

- Strengthened Core ERP infrastructure for its Subsidiary GTFL, for business continuity and implemented mobile and web based applications to capture data at source to improve decision making.

- Initiated sales force automation and digitizing filed level activities to enhance Sales team capability.

- Implemented IT Security process across businesses to secure & protect business data.

5. MANUFACTURING FACILITIES:

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

Animal Feed : Khanna (Punjab), Miraj (Maharashtra), Sachin (Gujarat), Kharagpur (West Bengal), Kondapalli (Andhra Pradesh), Tumkur (Karnataka), Hajipur (Bihar), Erode (Tamil Nadu), Chandauli (Uttar Pradesh), Khurda (Orissa), Unnao (Uttar Pradesh), Medchal (Andhra Pradesh)

Agri Inputs : Jammu (Jammu & Kashmir), Lote Parshuram (Maharashtra)

Oil Palm : Pothepally (Andhra Pradesh), Chintampally (Andhra Pradesh), Ariyalur (Tamil Nadu), Valpoi (Goa), Kolasib (Mizoram), Medchal, Andhra Pradesh, Seethanagaram (Andhra Pradesh)

Aqua Feed: Hanuman Junction (Andhra Pradesh)

6. HUMAN RESOURCES:

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

During Financial Year (F.Y.) 2018-19, the Company drove specific interventions to enhance the workforce productivity in the business. These included revisiting the current manning structures, optimizing the manpower wherever required. The Company also rolled out a Voluntary Retirement Scheme (VRS) during the year under review at its Khanna factory. 29 workmen availed of the VRS.

There were various initiatives undertaken to improve the employee engagement and connect. The Company measures employee engagement through an independent external agency every two years. During the survey conducted in Financial Year 2018-19, most of the Company''s businesses recorded improvement in the employee engagement level. The engagement levels in your Company are in the top quartile in the industry.

Your Company constantly makes concerted efforts towards creating learning and development opportunities on a non-discriminatory basis, that continually enhance the employee value in line with the organizational objectives. During the Financial Year 2018-19, specific learning interventions such as Sales Capability Building, Enterprise Leadership Program for P&L Leaders, and Management Development Program (MDP) for select assistant managers etc. were implemented. In most of our businesses, the attrition stayed at / below the industry level.

Your Company is committed to build and maintain a safe and healthy workplace. There are several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. During the Financial Year 2018-19, there was improvement in the woman representation at all levels.

As on March 31, 2019, the total number of permanent employees were 2,687.

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

There have been no material changes and commitments affecting the financial position of your Company which have occurred between March 31, 2019, and the date of this Directors'' Report.

8. DIVIDEND:

The Board of Directors of your Company recommend a Final Dividend for the Financial Year 2018-19 at the rate of 45% (Forty-Five per cent) i.e., Rs,4.50 (Rupees Four and Paise Fifty Only) per Equity Share of Face Value of Rs,10/- (Rupees Ten Only) each, subject to approval of the Members at the ensuing 28^th (Twenty Eighth) Annual General Meeting.

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on July 26, 2019 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

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

The Dividend payout for the Financial Year under review is in accordance with the Company''s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to any reserve during the Financial Year ended March 31, 2019.

10. SHARE CAPITAL:

Your Company''s Equity Share Capital position as at the beginning of the Financial Year 2018-19 (i.e., as on April 1, 2018) and as at the end of the said Financial Year (i.e., as on March 31, 2019) is as follows:-

Category of Share Capital	Authorized Share Capital			Issued, Subscribed & Paid-up Share Capital
	No. of Shares	Face Value Per Share (Rs,)	Total Amount (Rs,)	No. of Shares	Face Value Per Share (Rs,)	Total Amount (Rs,)
As on April 1, 2018:
Equity	22,49,94,000	10	2,24,99,40,000	19,20,28,739	10	1,92,02,87,390
Preference	6,000	10	60,000	-	-	-
TOTAL	22,50,00,000		2,25,00,00,000	19,20,28,739		1,92,02,87,390
As on March 31, 2019:
Equity	22,49,94,000	10	2,24,99,40,000	19,20,28,739	10	1,92,02,87,390
Preference	6,000	10	60,000	-		-
TOTAL	22,50,00,000		2,25,00,00,000	19,20,28,739		1,92,02,87,390

11. EMPLOYEES STOCK GRANT SCHEME:

During the Financial Year 2018-19, your Company implemented the Employees Stock Grant Scheme, 2018 (“ESGS 2018”), pursuant to the approval granted by the Board of Directors (based on the recommendation made by the Nomination and Remuneration Committee) at its Meeting held on May 14, 2018 and by the Shareholders through Postal Ballot, the results of which were declared on June 20, 2018.

Eligible employees of the Company were given stock options under ESGS 2018, subject to the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, at an exercise price of Rs,10/- (Rupees Ten Only) per option.

Each stock option entitles the holder to apply for 1 (one) Equity Share of the Company of Face Value of ''10/- (Rupees Ten Only) each.

The options shall vest over a period of 3 (three) years and are exercisable within 1 (one) month from the date of vesting or such other period as may be determined by the Nomination and Remuneration Committee of the Board of Directors of the Company. The options granted are governed as per ESGS 2018, which is submitted to the Stock Exchanges at the time of obtaining in-principle approval.

The Nomination and Remuneration Committee of the Board of Directors administers and monitors the ESGS 2018. Your Company has received a certificate from the Statutory Auditors of the Company that ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the resolution passed by the Shareholders through Postal Ballot in this behalf. The said Certificate would be kept open for inspection by the Shareholders at the ensuing 28^th (Twenty Eighth) Annual General Meeting.

The Shareholder(s) approval was sought by way of Special Resolution at the 27^th (Twenty-Seventh) Annual General Meeting held on August 9, 2018 to make suitable changes in the ESGS 2018, as suggested by National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”), subject to which the Company had received in-principle approvals from BSE dated June 28, 2018 and NSE dated July 2, 2018.

The ESGS 2018 is in compliance with the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and such other law(s) and regulation(s), as may be applicable for time being in force.

The details of all the Employee Stock Options Scheme(s) implemented during the Financial Year 2018-19 is as under:

Sr. No.	Particulars	Remark
(a)	Options granted	43,599 Options
(b)	Options vested	Nil
(c)	Options exercised	Nil
(d)	the total number of shares arising as a result of exercise of options	Not Applicable
(e)	Options lapsed;	894 Options
(f)	the exercise price;	Rs,10/- (Rupees Ten Only)
(g)	Variation in terms of options	Nil
(h)	Money realized by exercise of options	Not Applicable
(i)	Total number of options in force	42,705 Options
(j)	Employee wise details of options granted to:
	(i) Key Managerial Personnel;	17,760 Options
	(ii) any other employee who receives a grant of options in any one year of options amounting to five percent or more of total options granted during that year;	Nil
	(iii) identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital, excluding outstanding warrants and conversions, of the company at the time of grant.	Nil

The Disclosures as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014, have been made available on the website of the Company, viz., www.godrejagrovet.com

12. DEPOSITS:

The details of deposits covered under Chapter V of the Companies Act, 2013, i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2018-19 are as follows:-

Sr. No.	Particulars	Remarks
(i)	Deposits accepted during the year:	Nil
(ii)	Deposits remained unpaid or unclaimed during the year:	Nil
(iii)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved:
	a. At the beginning of the year:	Nil
	b. Maximum during the year:	Nil
	c. At the end of the year:	Nil
(iv)	Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013:	Nil

13. HOLDING COMPANIES:

Your Company continues to be a subsidiary of Godrej Industries Limited (“GIL”) as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2019, the shareholding of Godrej Industries Limited in the Company was 11,16,66,300 Equity Shares of Face Value of ''. 10/- (Rupees Ten Only) each] aggregating to 58.15% of the Paid-up Equity Share Capital of the Company.

GIL was a subsidiary of Vora Soaps Limited (“VSL”), the Ultimate Holding Company of your Company up to December 23, 2018.

The Hon''ble National Company Law Tribunal, Mumbai Bench had sanctioned the Scheme of Amalgamation of VSL with GIL vide its Order dated December 14, 2018. The said Scheme became effective on December 24, 2018. Pursuant to this, VSL stands amalgamated with GIL and ceased to be the Ultimate Holding Company of your Company.

14. SUBSIDIARY COMPANIES:

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2018-19:

1. Godvet Agrochem Limited:

(A Wholly-Owned Subsidiary of your Company throughout the Financial Year 2018-19)

2. Astec Life Sciences Limited:

(A subsidiary of your Company throughout the Financial Year 2018-19, in which your Company holds 57.67% of the Equity Share Capital as on March 31, 2019)

3. Behram Chemicals Private Limited:

(Subsidiary of Astec Life Sciences Limited throughout the Financial Year 2018-19, in which Astec Life Sciences Limited holds 65.63% as on March 31, 2019)

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

(A Wholly-Owned Subsidiary of Astec Life Sciences Limited throughout the Financial Year 2018-19)

5. Astec Europe Sprl (Belgium, Europe):

(Subsidiary of Astec Life Sciences Limited throughout the Financial Year 2018-19, in which Astec Life Sciences Limited holds 50.10% as on March 31, 2019)

6. Creamline Dairy Products Limited:

(Subsidiary of your Company throughout the Financial Year 2018-19, in which your Company holds 51.91% as on March 31, 2019).

Creamline Dairy Products Limited is a Material Subsidiary of your Company as on March 31, 2019.

7. Nagavalli Milkline Private Limited:

(A Wholly-Owned Subsidiary of Creamline Dairy Products Limited throughout the Financial Year 2018-19.)

8. Godrej Tyson Foods Limited:

(Subsidiary of your Company with effect from March 27, 2019, in which your Company holds 51.00% as on March 31, 2019).

9. Godrej Maxximilk Private Limited:

(Subsidiary of your Company with effect from March 27, 2019, in which your Company holds 62.97% as on March 31, 2019).

On March 27, 2019, your Company acquired 2.16% of the Paid-up Equity Share Capital of Godrej Maxximilk Private Limited, increasing its Equity Stake from 49.9% to 52.06%.

Further on March 30, 2019, your Company further acquired 10.91% of Paid-up Equity Share Capital of Godrej Maxximilk Private Limited, increasing its Equity Stake in Godrej Maxximilk Private Limited from 52.06 % to 62.97%.

5. ASSOCIATE COMPANIES:

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

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

6. SCHEME OF AMALGAMATION:

During the year under review, the Board of Directors of your Company at its Meeting held on September 14, 2018 had approved the Scheme of Amalgamation of Astec Life Sciences Limited, a listed subsidiary with your Company. The scheme was expected to ensure efficient utilization of resources, streamlined group structure, reduce multiple compliances, reduction of cost, combine synergies, eliminated duplicative communication and ensure administrative & operation convenience.

However, based on the interaction with the multiple stakeholders across Astec Life Sciences Limited and your Company, the Board of Directors of Astec Life Sciences Limited and your Company at their respective Meetings held on May 6, 2019, reviewed the proposal and decided not to pursue the scheme further.

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

Sr. No.	Particulars		Remarks
1.	Change in Nature of Business, if any		None
2.	Details of Directors / Key Managerial Personnel (KMP) who were appointed or have resigned during the Financial Year 2018-19
	Sr. No	Name of Director	Date of Appointment / Resignation
	a)	Mr. A. B. Godrej	Resigned as a Director of the Company with effect from November 5, 2018.
	b)	Mr. Pirojsha Godrej	Appointed as a Director of the Company with effect from November 5, 2018.
	c)	Dr. S. L. Anaokar	Resigned as an Independent Director of the Company with effect from February 4, 2019.
	d)	Mr. Natarajan Srinivasan	Appointed as an Independent Director of the Company with effect from February 4, 2019.
3.	Names of Companies which have become or have ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the Financial Year 2018-19		During the year under review, Godrej Maxximilk Private Limited and Godrej Tyson Foods Limited have become subsidiaries of your Company with effect from March 27, 2019.
4.	Details of Deposits covered under Chapter V of the Companies Act, 2013		(i) Accepted during the year: Nil (ii) Remained unpaid or unclaimed during the year: Nil (iii) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved: a. At the beginning of the year : Nil b. Maximum during the year : Nil c. At the end of the year : Nil (iv) Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: None
5.	Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and the Company''s operations in future		No significant and material orders have been passed by the regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
6.	Details in respect of Adequacy of Internal Financial Controls with reference to the Financial Statement		Adequate internal control checks are available in the opinion of the Board of Directors.

18. ANNUAL RETURN:

The Annual Return pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014 forming part of the Directors'' Report, have been made available on the website of the Company i.e., http://www. godrejagrovet.com

19. DIRECTORS:

The Board of Directors of your Company, as on the date of this Directors'' Report comprises of the following Directors:

1. Mr. N. B. Godrej (Chairman)

2. Mr. J. N. Godrej (Director)

3. Mr. V. M. Crishna (Director)

4. Ms. Tanya A. Dubash (Director)

5. Ms. Nisaba Godrej (Director)

6. Mr. Pirojsha Godrej (Director)

7. Mr. B. S. Yadav (Managing Director)

8. Mr. K. N. Petigara (Independent Director)

9. Mr. A. B. Choudhury (Independent Director)

10. Dr. Raghunath A. Mashelkar (Independent Director)

11. Dr. Ritu Anand (Independent Director)

12. Ms. Aditi Kothari Desai (Independent Director)

13. Ms. Roopa Purushothaman (Independent Director)

14. Mr. Natarajan Srinivasan (Independent Director)

Mr. A. B. Godrej, resigned from the directorship of the Company w.e.f. November 5, 2018. Dr. S. L. Anaokar, Independent Director of the Company resigned from the directorship of the Company w.e.f. February 4, 2019, in terms of the provisions of Section 168 of the Companies Act, 2013.

Mr. Pirojsha Godrej has been appointed as a Director (Additional, Non-Executive - Non Independent) with effect from November 5, 2019.

Mr. Natarajan Srinivasan has been appointed as an “Additional Director” (Non-Executive, Independent Director) of the Company, for a period from February 4, 2019 up to July 17, 2022, subject to approval of the Shareholders.

Mr. J. N. Godrej (Director) and Ms. Nisaba Godrej (Director) shall retire by rotation at the ensuing 28^th (Twenty-Eighth) Annual General Meeting (AGM) of the Company in accordance with the provisions of the Section 152 of Companies Act, 2013 and being eligible offer themselves for re-appointment.

20. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2018-19:

1. Mr. B. S. Yadav, Managing Director

2. Mr. S. Varadaraj, Head - Finance, Systems & Legal (Chief Financial Officer)

3. Mr. Vivek Raizada, Head - Legal & Company Secretary & Compliance Officer.

21. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

The Nomination and Remuneration Policy of your Company have been made available on the website of the Company i.e., http:// www.godrejagrovet.com

The criteria for determining qualification, positive attributes and Independence of Directors is given in“ANNEXURE ‘B’” to this Directors'' Report.

22. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

As on March 31, 2019, the following Directors on your Board were Independent:

Mr. K. N. Petigara (Independent Director)

Mr. Amit B. Choudhury (Independent Director)

Dr. Raghunath A. Mashelkar (Independent Director)

Dr. Ritu Anand (Independent Director)

Ms. Aditi Kothari Desai (Independent Director)

Ms. Roopa Purushothaman (Independent Director)

Mr. Natarajan Srinivasan (Independent Director)

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all the

7 (seven) Independent Directors, of the Company pursuant to Section 149(6) of the Companies Act, 2013, as may amended from time to time, after undertaking due assessment of the veracity of the same and the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The certificates of Independence received from all the Independent Directors have been duly noted by the Board.

Pursuant to Section 149(10) and Section 152 of the Companies, Act, 2013, Mr. Kavas N. Petigara, Independent Director was re-appointed for second term with effect from April 1, 2019 up to March 31, 2022.

23. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 5 (five) Meetings of the Board of Directors held during the Financial Year (F.Y.) 2018-19, (i.e., May 14, 2018, August 9, 2018, September 14, 2018, November 5, 2018 and February 4, 2019).

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

24. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors.

The Audit Committee comprises of the following Members:-

1. Mr. K. N. Petigara (Chairman - Non-

Executive,Independent Director)

2. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

3. Dr. Ritu Anand (Member - Non-Executive,

Independent Director)

4. Ms. Aditi Kothari Desai (Member - Non-Executive,

Independent Director)

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board.

During the Financial Year 2018-19, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

25. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act,

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

The Nomination and Remuneration Committee comprises of the following Members:-

1. Dr. Ritu Anand (Chairperson - Non-Executive,

Independent Director)

2. Ms. Roopa (Member - Non-Executive, Purushothaman Independent Director)

3. Ms. Nisaba Godrej (Member - Non-Executive,

Non- Independent Director)

There were 3 (three) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2018-19 (i.e., on May 14, 2018, November 5, 2018 and February 4, 2019).

26. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders'' Relationship Committee of the Board of Directors, comprising of the following Members as on March 31, 2019:

1. Mr. N. B. Godrej (Chairman - Non-Executive, Non-Independent Director)

2. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

3. Mr. A. B. Choudhury (Member - Non-Executive,

Independent Director)

During the Financial Year 2018-19, 1 (one) Meeting of the Stakeholders'' Relationship Committee was held, i.e., on November 5, 2018.

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

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

The CSR Committee comprises of the following Members:-

1. Dr. Raghunath A. (Chairman - Non-Executive, Mashelkar Independent Director)

2. Mr. N. B. Godrej (Member - Non-Executive,

Non-Independent Director)

3. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

4. Ms. Roopa (Member - Non-Executive, Purushothaman Independent Director)

There were two Meetings of the CSR Committee during the Financial Year 2018-19 (i.e., on May 14, 2018 and November 5, 2018).

Areas of CSR Expenditure:

A brief outline of your Company''s CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy is as under:

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

The CSR Policy of your Company is uploaded on the website, viz., www.godrejagrovet.com

Amount of CSR Spending:

During the Financial Year 2018-19, your Company was required to spend Rs,4.70 Crore towards CSR Activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2018-19, is annexed herewith as “Annexure-‘C”.

28. RISK MANAGEMENT COMMITTEE:

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

1. Mr. N. B. Godrej (Chairman - Non-Executive,

Non-Independent Director)

2. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

3. Mr. A. B. Choudhury (Member - Non-Executive,

Independent Director)

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report.

During the Financial Year 2018-19, 1 (one) Meeting of the Risk Management Committee was held, i.e., on May 14, 2018.

The Company has developed and implemented a risk management policy and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of the Company.

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

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

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

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

29. MANAGING COMMITTEE :

Your Company has constituted the Managing Committee of the Board of Directors consisting of the following Directors as on April 1, 2018, pursuant to Article 144 of the Articles of Association of the Company:-

1. Mr. N. B. Godrej (Chairman - Non-Executive,

Non-Independent Director)

2. Mr. A. B. Godrej* (Member - Non-Executive,

Non-Independent Director)

3. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

4. Ms. Nisaba Godrej (Member - Non-Executive,

Non-Independent Director)

5. Dr. S. L. Anaokar# (Member - Non-Executive,

Independent Director)

*Mr. A. B. Godrej has resigned from the Directorship of the Company with effect from November 5, 2018.

^#Dr. S. L. Anaokar has resigned from the Directorship of the Company with effect from February 4, 2019.

The Managing Committee of the Board of Directors was reconstituted on November 5, 2018, constituting of the following Members:

1. Mr. N. B. Godrej (Chairman - Non-Executive,

Non-Independent Director)

2. Ms. Nisaba Godrej (Member - Non-Executive,

Non-Independent Director)

3. Mr. Pirojsha Godrej (Member - Non-Executive,

Non-Independent Director)

4. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

The Managing Committee met 11 (eleven) times during the Financial Year 2018-19.

30. INITIAL PUBLIC OFFER (IPO) COMMITTEE:

I n order to facilitate compliance with the statutory and regulatory requirements in connection with the Initial Public Offer (IPO) made by the Company during the Financial Year 2017-18, the Board of Directors had constituted IPO Committee of the Board of Directors on July 18, 2017, which was dissolved on November 5, 2018.

31. STRATEGY COMMITTEE:

The Company has been looking forward for organic as well as inorganic growth for strengthening its footsteps in the businesses in which the Company and/or any of its subsidiaries or associates operate and hence intends to explore strategic options for its growth. Keeping this objective in mind and to streamline the process for evaluating any proposals for strategic acquisitions, collaborations or joint ventures, a Strategy Committee of the Board of Directors was constituted with effect from September 14, 2018, comprising of the following Members:

1. Mr. N. B. Godrej (Chairman - Non-Executive,

Non-Independent Director)

2. Mr. K. N. Petigara Member (Non-Executive,

Independent Director)

3. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

32. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2018-19, i.e., on May 14, 2018.

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

33. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the Directors and Employees of the Company. Mr. V Swaminathan, Head Corporate Audit & Assurance, has been appointed as the ‘Whistle Blowing Officer’, and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman /Members of the Audit Committee, as stated in the Policy. The Policy is available on the internal employee portal and the website of the Company. On a quarterly basis, the Audit Committee reviews reports made under this policy and implements corrective actions, wherever necessary.

34. PERFORMANCE EVALUATION:

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

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

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

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

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

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

The ICC at the Head Office level consists of the following Members as on March 31, 2019:

1. Ms. Sanjivani Sadani (Chairperson)

2. Mr. S. Varadaraj (Member)

3. Mr. Salil Chinchore (Member)

4. Ms. Megha Goel (Member)

5. Ms. Sharmila Kher (External Member)

The Company has formulated and circulated to all the employees, a policy on prevention of sexual harassment at workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment.

There were 2 (two) complaints of sexual harassment received and resolved by the ICC during the Financial Year 2018-19.

36. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2018-19, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

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

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by the Company under the aforesaid provisions during the Financial Year (F.Y.) 2018-19, have been provided in the Notes to the Standalone Financial Statement.

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

All Related Party Transactions entered into by your Company during the Financial Year 2018-19, were on arm''s length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Requisite prior approval of the Audit Committee of the Board of Directors was obtained for Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Attention of Shareholders is also drawn to the disclosure of transactions with related parties set out in Note No. 61 of the Standalone Financial Statements, forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

39. FRAUD REPORTING:

There have been no instances of frauds reported by the auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

40. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS:

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

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

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

The Company''s Corporate Audit & Assurance Department which is ISO 9001: 2008 certified, issues well documented operating procedures and authorities, with adequate built-in controls at the beginning of any activity and during the continuation of the process, if there is a major change.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

There were 5 (five) Meetings of the Audit Committee of the Board of Directors held during the Financial Year (F.Y.) 2018-19, (i.e., May 14, 2018, August 9, 2018, September 14, 2018, November 5, 2018 and February 4, 2019).The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. The Board of Directors noted the observations and accepted the recommendations of the Audit Committee.

41. CREDIT RATING:

During the Financial Year (F.Y.) 2018-19, the Credit Rating granted by ICRA Limited to your Company has been reaffirmed at “[ICRA] AA” with respect to Long Term Fund Based Bank facilities and “[ICRA]A1 ” with respect to Short Term Fund Based facilities (including for Commercial Paper).

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

Transactions with persons or entities belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company have been disclosed in the accompanying Financial Statements.

43. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a) i n the preparation of the Annual Accounts for the Financial Year (F.Y.) 2018-19, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 (i.e., March 31, 2019) and of the profit and loss of the Company for that period (i.e., the Financial Year 2018-19);

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

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

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

44. CORPORATE GOVERNANCE:

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations''), a detailed report on Corporate Governance is included in the Annual Report.

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

45. STATUTORY AUDITORS:

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

Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017, effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors was withdrawn from the statute. In view of the same, the Members of the Company at the 26^th (Twenty Sixth) AGM held on August 4, 2017, had approved ratification of appointment of M/s. BSR & Co. LLP as the Statutory Auditors of the Company for the remaining period, i.e. from the conclusion of the 26^th (Twenty Sixth) AGM, till the conclusion of the 31^st (Thirty First) AGM. Therefore, the approval of the Members for continuance of their appointment at this AGM is not being sought.

The Statutory Auditors'' Report on the Financial Statements for the Financial Year ended on March 31, 2019, does not contain any qualification, reservation, adverse remark or disclaimer.

46. COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) have been appointed by the Board of Directors as the Cost Auditors of the Company for all the applicable products pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, for the Financial Year (F.Y.) 2019-20. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has made and maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, for the Financial Year (F.Y.) 2018-19.

47. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company appointed BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400) as the Secretarial Auditors of the Company for the conduct of Secretarial Audit for the Financial Year 2019-20, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by the Secretarial Auditor is annexed as “ANNEXURE-‘D’” to this Board''s Report.

Further, pursuant to provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”), Creamline Dairy Products Limited (“CDPL”) is a Material subsidiary of your Company in terms of Regulation 16(1)(c) of the Listing Regulations. The Secretarial Audit Report submitted by the Secretarial Auditors of CDPL is also annexed herewith as “ANNEXURE- ‘E’”to this Board''s Report.

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

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their report on Financial Statements for the Financial Year (F.Y.) 2018-19.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year (F.Y.) 2018-19.

49. LISTING FEES:

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

50. DEPOSITORY SYSTEM:

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

51. RESEARCH AND DEVELOPMENT (R&D):

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

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

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

53. POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for all listed companies. All the Policies are available on the Company''s website, www.godrejagrovet.com.

The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws are as follows:

Sr.	Name of the	Brief Particulars of the Policy
No.	Policy
1.	Risk Management	The Company has in place, a Risk
	Policy	Management Policy which was framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.
2.	Corporate Social	The Corporate Social Responsibility
	Responsibility	Committee has formulated and
	Policy	recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. This Policy outlines the Company''s strategy to bring about a positive impact on society through activities and programmes relating to education, sanitation, environment, etc.

3.	Policy for determining Material Subsidiaries	This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1) (c), Regulation 24 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. As on March 31, 2019, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
5.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness
6.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
7.	Whistle Blower Policy / Vigil Mechanism	Your Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to Mr. K. N. Petigara, Chairman of the Audit Committee, in appropriate or exceptional cases.
8.	Human Rights Policy	Your Company has in place, a Human Rights Policy which demonstrates the Company''s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

9.	Policy on Prevention of Sexual Harassment at Workplace	Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
10.	Policy on Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
11.	Code of Conduct for the Board of Directors and Senior Management Personnel	Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code as mentioned hereinabove.
12.	Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
13.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, as amended from time to time.
14.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
15.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (five) years and thereafter in terms of the Policy.

16.	Dividend	This Policy is framed by the Board of
	Distribution Policy	Directors in terms of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015. The focus of the Company is to have a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect.
17.	Policy for Inquiry	This Policy is framed by the Board of
	in case of Leak	Directors in terms of the Securities and
	of Unpublished	Exchange Board of India (Prohibition
	Price Sensitive	of Insider Trading) (Amendment)
	Information	Regulations, 2018.
	(“UPSI”)	The focus of the Company is to have a Policy in place to strengthen the Internal Control System and prevent Leak of Unpublished Price Sensitive Information (“UPSI”). This policy also aims to have a uniform code to curb unethical practices of sharing UPSI by insiders, employees and designated persons with any other person without a legitimate purpose.
18	Code of Practices	The Code intends to formulate a stated
	and Procedures	framework and policy for fair disclosure
	for Fair Disclosure	of events and occurrences that could
	of Unpublished	impact price discovery in the market
	Price Sensitive	for the Company''s securities and to
	Information	maintain the uniformity, transparency
	(“UPSI”)	and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.

54. SECRETARIAL STANDARDS:

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

55. BUSINESS RESPONSIBILITY REPORT:

The Company has prepared its Business Responsibility Report for the Financial Year (F.Y.) 2018-19, in accordance with subregulation (2) of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective. The said Report is prepared in accordance with the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business’ (NVGs) notified by the Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and forms part of the Annual Report.

56. MANAGERIAL REMUNERATION:

The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial Year 2018-19 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as “ANNEXURE-G''” to this Report.

57. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197 of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of your Company during business hours on working days of the Company up to the date of the ensuing 28^th (Twenty Eighth) Annual General Meeting. If any Shareholder is interested in obtaining a copy thereof, such Shareholder may write to the Company Secretary, whereupon a copy would be sent.

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

58. ADDITIONAL INFORMATION:

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

The Consolidated Financial Statements of your Company form part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiaries. The Audited Annual Accounts and related information of the Company''s subsidiaries will be made available upon request. These documents will also be available for inspection during all days except Saturdays, Sundays and public holidays from 10.00 a.m. (IST) to 4.00 p.m. (IST) at the Company’s Registered Office. The subsidiary companies'' Audited Accounts are also available on the Company''s website www.godrejgrovet.com

59. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

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

60. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

61. CAUTIONARY STATEMENT:

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

62. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. The Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of the Company.

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

N. B. Godrej

Chairman

(DIN: 00066195)

Date: May 6, 2019

Place: Mumbai

---

Mar 31, 2019

DIRECTORS’ REPORT OF GODREJ AGROVET LIMITED

[Corporate Identity Number (CIN): L15410MH1991PLC135359]

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

TO THE MEMBERS:

The Directors have pleasure in presenting the Directors'' Report along with the Audited Financial Statements for the Financial Year (F.Y.) 2018-19.

1. FINANCIAL SUMMARY:

Your Company''s Standalone and Consolidated performance during the Financial Year (F.Y.) 2018-19 as compared with that of the previous Financial Year (F.Y.) 2017-18 is summarized below:-

(Rs, in Crore)

Particulars	Standalone		Consolidated
	2018-19	2017-18	2018-19	2017-18
Total Income	4,344.60	3,719.35	5,923.85	5,237.72
Profit Before Taxation & Exceptional Items	307.49	281.32	389.00	359.70
Add: Exceptional Items	-	-	88.30	12.05
Profit Before Taxation (PBT)	307.49	281.32	477.30	371.75
Less : Provision for Taxation	99.61	90.46	127.97	120.71
Profit After Taxation (PAT)	207.88	190.86	349.33	251.04

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

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year (F.Y.) 2018-19.

Businesses of the Company:

Animal Feed:

Volume growth at 14.2% remained strong for the Animal Feed business during the Financial Year 2018-19, mainly driven by robust growth in the layer feed segment. Broiler feed and fish feed segments also posted double digit volume growth. However, cattle feed volume growth remained low and volumes in the shrimp feed saw a decline as compared to previous year. Animal Feed segment sales grew by 18.3% year-on-year to Rs,3,046.47 Crore in the current Financial Year supported by volume growth and price increase taken by the Company during the second half of the year. However, segment results were impacted by sharp increase in the raw material prices.

Crop Protection:

At a standalone level, Crop Protection segment sales and segment result grew by 7.5% and 12.4%, respectively, during the Financial Year 2018-19. The Company introduced multiple new products across categories to increase the product offering. Your Company continues to focus on introducing more innovative products which will help in increasing penetration both in the strategic crops and in the new geographies.

Vegetable Oil:

The sales of the Vegetable Oil segment increased to Rs,679.30 Crore in the Financial Year 2018-19, a growth of 16.0% driven by increase in price of crude palm oil. Segment profit was Rs,113.45 Crore in the current year compared to Rs,112.26 Crore reported last year. New plant which was being set up in Seethanagaram, Andhra Pradesh became operational during the Financial Year 2018-19.

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

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

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of our Subsidiaries, Associates and Joint Ventures in the Form AOC-1 is annexed and form part of the Financial Statement. The statement provides the details of performance and financial position of each of the Subsidiaries, Associates and Joint Ventures. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements, audited accounts of all the Subsidiaries and other documents attached thereto are available on your Company''s website: www.godrejagrovet.com.

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

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

1. Godvet Agrochem Limited:

Godvet Agrochem Limited (“Godvet”) is a wholly owned subsidiary of your Company. During the Financial Year 2018-19, Godvet recorded Profit Before Tax of Rs,0.632 Crore as compared to Profit before Tax of Rs,0.627 Crore in the Financial Year 2017-18.

2. Astec Life Sciences Limited & Its Subsidiaries:

Astec Life Sciences Limited (“Astec”) manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 24 countries. During the Financial Year 2018-19, the Astec''s performance remained strong as it posted total income of Rs,442.06 Crore, a growth of 16.7% over the previous Financial Year. Profit Before Exceptional Items and Tax also increased to Rs,55.90 Crore during Financial Year 2018-19 as compared to Rs,51.56 Crore during the Financial Year 2017-18.

Subsidiaries of Astec Life Sciences Limited:

Astec Life Sciences Limited had the following 3 (three) subsidiaries during the Financial Year (F.Y.) 2018-19:

(i) Behram Chemicals Private Limited:

During the Financial Year 2018-19, Behram Chemicals Private Limited reported Profit Before Tax of Rs,0.10 Crore as compared to Profit Before Tax of Rs,0.07 Crore during the last year.

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

For the year ended March 31, 2019, Comercializadora Agricola Agroastrachem Cia Ltda reported Loss Before Tax of (Rs,0.00) ¹Crore, as compared to Loss Before Tax of (Rs,0.01) Crore reported during the corresponding period last year.

Subsidiary of Creamline Dairy Products Limited:

(i) Nagavalli Milkline Private Limited: Nagavalli Milkline Private Limited (“Nagavalli”) has been a wholly-owned subsidiary of CDPL during the Financial Year 2018-19. The Company is principally engaged in milk procurement, processing of milk and manufacturing of milk products. As a part of a reorganization strategy, the Board of Directors of CDPL and Nagavalli have in their respective Board Meetings held on May 2, 2018, unanimously approved the proposal for the amalgamation of Nagavalli with CDPL, subject to the necessary statutory / regulatory approvals. Accordingly, a Scheme of Amalgamation has been filed with the Hon’ble National Company Law Tribunal (‘NCLT''), Hyderabad Bench under Sections 230 to 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with Appointed Date of April 1, 2018. Pending approval of NCLT, no effect of the scheme has been given in the Financial Statements. The Appointed Date has been changed to April 1, 2019 basis approval granted by the Board of Directors of CDPL on April 22, 2019 and Nagavalli on April 29, 2019.

4. Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited (“GTFL”) has become a Subsidiary of your Company with effect from March 27, 2019. Your Company has acquired an additional 1.1 % of the Paid-up Equity Share Capital of its Joint Venture GTFL, increasing its total shareholding in GTFL from 49.9% to 51.0%. GTFL is engaged in the manufacturing of processed poultry and vegetarian products through its brands ‘Real Good Chicken'' and ‘Yummiez'' respectively. During Financial Year 2018-19, GTFL recorded total income of Rs,489.07 Crore representing year-on-year growth of 12.6%.

5. Godrej Maxximilk Private Limited:

With effect from March 27, 2019, Godrej Maxximilk Private Limited (“GMPL”) has become a Subsidiary of your Company. Your Company has acquired additional 2.16% of the Paid-up Equity Share Capital of GMPL, increasing its total shareholding in GMPL from 49.9% to 52.06%. GMPL is engaged in in-vitro production of high-quality cows that aid dairy farmers produce top-quality milk, thereby increasing their yield by a significant proportion.

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

(i) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited recorded revenues of Rs,654.86 Crore during Financial Year 2018-19 as compared to revenues of Rs,675.35 Crore during Financial Year 2017-18. The Joint Venture continues to remain among top players in all the feed categories it operates in Bangladesh.

(ii) Omnivore India Capital Trust:

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

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

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

Godrej Agrovet Limited currently has a 24.0% stake in the associate (with a 33.33% share in profits). The investment in this company appears as part of current investment in the current Financial Year.

3. FINANCE:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates. During the Financial Year under review, the credit rating granted by ICRA Limited to your Company has been re-affirmed at “[ICRA]AA” with respect to Long Term Fund Based Bank facilities and “[ICRA]A1 ” with respect to Short Term Fund Based facilities (including for Commercial Paper).

4. INFORMATION SYSTEMS:

During the Financial Year under review, your Company has initiated the following digital automation measures for itself and its Subsidiaries, Associate & Joint Venture Company to automate and improve upon business functions and processes;

- Provided Mobile Apps to the distributors to provide timely service and bring in more transparency in business transactions.

- Implemented digital expense management system to simplify and improve employee reimbursement processes.

- Strengthened Core ERP infrastructure for its Subsidiary GTFL, for business continuity and implemented mobile and web based applications to capture data at source to improve decision making.

- Initiated sales force automation and digitizing filed level activities to enhance Sales team capability.

- Implemented IT Security process across businesses to secure & protect business data.

5. MANUFACTURING FACILITIES:

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

Animal Feed : Khanna (Punjab), Miraj (Maharashtra), Sachin (Gujarat), Kharagpur (West Bengal), Kondapalli (Andhra Pradesh), Tumkur (Karnataka), Hajipur (Bihar), Erode (Tamil Nadu), Chandauli (Uttar Pradesh), Khurda (Orissa), Unnao (Uttar Pradesh), Medchal (Andhra Pradesh)

Agri Inputs : Jammu (Jammu & Kashmir), Lote Parshuram (Maharashtra)

Oil Palm : Pothepally (Andhra Pradesh), Chintampally (Andhra Pradesh), Ariyalur (Tamil Nadu), Valpoi (Goa), Kolasib (Mizoram), Medchal, Andhra Pradesh, Seethanagaram (Andhra Pradesh)

Aqua Feed: Hanuman Junction (Andhra Pradesh)

6. HUMAN RESOURCES:

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

During Financial Year (F.Y.) 2018-19, the Company drove specific interventions to enhance the workforce productivity in the business. These included revisiting the current manning structures, optimizing the manpower wherever required. The Company also rolled out a Voluntary Retirement Scheme (VRS) during the year under review at its Khanna factory. 29 workmen availed of the VRS.

There were various initiatives undertaken to improve the employee engagement and connect. The Company measures employee engagement through an independent external agency every two years. During the survey conducted in Financial Year 2018-19, most of the Company''s businesses recorded improvement in the employee engagement level. The engagement levels in your Company are in the top quartile in the industry.

Your Company constantly makes concerted efforts towards creating learning and development opportunities on a non-discriminatory basis, that continually enhance the employee value in line with the organizational objectives. During the Financial Year 2018-19, specific learning interventions such as Sales Capability Building, Enterprise Leadership Program for P&L Leaders, and Management Development Program (MDP) for select assistant managers etc. were implemented. In most of our businesses, the attrition stayed at / below the industry level.

Your Company is committed to build and maintain a safe and healthy workplace. There are several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. During the Financial Year 2018-19, there was improvement in the woman representation at all levels.

As on March 31, 2019, the total number of permanent employees were 2,687.

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

There have been no material changes and commitments affecting the financial position of your Company which have occurred between March 31, 2019, and the date of this Directors'' Report.

8. DIVIDEND:

The Board of Directors of your Company recommend a Final Dividend for the Financial Year 2018-19 at the rate of 45% (Forty-Five per cent) i.e., Rs,4.50 (Rupees Four and Paise Fifty Only) per Equity Share of Face Value of Rs,10/- (Rupees Ten Only) each, subject to approval of the Members at the ensuing 28^th (Twenty Eighth) Annual General Meeting.

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on July 26, 2019 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

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

The Dividend payout for the Financial Year under review is in accordance with the Company''s Dividend Distribution Policy.

9. TRANSFER TO RESERVE:

Your Directors do not propose to transfer any amount to any reserve during the Financial Year ended March 31, 2019.

10. SHARE CAPITAL:

Your Company''s Equity Share Capital position as at the beginning of the Financial Year 2018-19 (i.e., as on April 1, 2018) and as at the end of the said Financial Year (i.e., as on March 31, 2019) is as follows:-

Category of Share Capital	Authorized Share Capital			Issued, Subscribed & Paid-up Share Capital
	No. of Shares	Face Value Per Share (Rs,)	Total Amount (Rs,)	No. of Shares	Face Value Per Share (Rs,)	Total Amount (Rs,)
As on April 1, 2018:
Equity	22,49,94,000	10	2,24,99,40,000	19,20,28,739	10	1,92,02,87,390
Preference	6,000	10	60,000	-	-	-
TOTAL	22,50,00,000		2,25,00,00,000	19,20,28,739		1,92,02,87,390
As on March 31, 2019:
Equity	22,49,94,000	10	2,24,99,40,000	19,20,28,739	10	1,92,02,87,390
Preference	6,000	10	60,000	-		-
TOTAL	22,50,00,000		2,25,00,00,000	19,20,28,739		1,92,02,87,390

11. EMPLOYEES STOCK GRANT SCHEME:

During the Financial Year 2018-19, your Company implemented the Employees Stock Grant Scheme, 2018 (“ESGS 2018”), pursuant to the approval granted by the Board of Directors (based on the recommendation made by the Nomination and Remuneration Committee) at its Meeting held on May 14, 2018 and by the Shareholders through Postal Ballot, the results of which were declared on June 20, 2018.

Eligible employees of the Company were given stock options under ESGS 2018, subject to the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, at an exercise price of Rs,10/- (Rupees Ten Only) per option.

Each stock option entitles the holder to apply for 1 (one) Equity Share of the Company of Face Value of ''10/- (Rupees Ten Only) each.

The options shall vest over a period of 3 (three) years and are exercisable within 1 (one) month from the date of vesting or such other period as may be determined by the Nomination and Remuneration Committee of the Board of Directors of the Company. The options granted are governed as per ESGS 2018, which is submitted to the Stock Exchanges at the time of obtaining in-principle approval.

The Nomination and Remuneration Committee of the Board of Directors administers and monitors the ESGS 2018. Your Company has received a certificate from the Statutory Auditors of the Company that ESGS 2018 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the resolution passed by the Shareholders through Postal Ballot in this behalf. The said Certificate would be kept open for inspection by the Shareholders at the ensuing 28^th (Twenty Eighth) Annual General Meeting.

The Shareholder(s) approval was sought by way of Special Resolution at the 27^th (Twenty-Seventh) Annual General Meeting held on August 9, 2018 to make suitable changes in the ESGS 2018, as suggested by National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”), subject to which the Company had received in-principle approvals from BSE dated June 28, 2018 and NSE dated July 2, 2018.

The ESGS 2018 is in compliance with the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and such other law(s) and regulation(s), as may be applicable for time being in force.

The details of all the Employee Stock Options Scheme(s) implemented during the Financial Year 2018-19 is as under:

Sr. No.	Particulars	Remark
(a)	Options granted	43,599 Options
(b)	Options vested	Nil
(c)	Options exercised	Nil
(d)	the total number of shares arising as a result of exercise of options	Not Applicable
(e)	Options lapsed;	894 Options
(f)	the exercise price;	Rs,10/- (Rupees Ten Only)
(g)	Variation in terms of options	Nil
(h)	Money realized by exercise of options	Not Applicable
(i)	Total number of options in force	42,705 Options
(j)	Employee wise details of options granted to:
	(i) Key Managerial Personnel;	17,760 Options
	(ii) any other employee who receives a grant of options in any one year of options amounting to five percent or more of total options granted during that year;	Nil
	(iii) identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital, excluding outstanding warrants and conversions, of the company at the time of grant.	Nil

The Disclosures as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014, have been made available on the website of the Company, viz., www.godrejagrovet.com

12. DEPOSITS:

The details of deposits covered under Chapter V of the Companies Act, 2013, i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2018-19 are as follows:-

Sr. No.	Particulars	Remarks
(i)	Deposits accepted during the year:	Nil
(ii)	Deposits remained unpaid or unclaimed during the year:	Nil
(iii)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved:
	a. At the beginning of the year:	Nil
	b. Maximum during the year:	Nil
	c. At the end of the year:	Nil
(iv)	Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013:	Nil

13. HOLDING COMPANIES:

Your Company continues to be a subsidiary of Godrej Industries Limited (“GIL”) as defined under Section 2(87) of the Companies Act, 2013. As on March 31, 2019, the shareholding of Godrej Industries Limited in the Company was 11,16,66,300 Equity Shares of Face Value of ''. 10/- (Rupees Ten Only) each] aggregating to 58.15% of the Paid-up Equity Share Capital of the Company.

GIL was a subsidiary of Vora Soaps Limited (“VSL”), the Ultimate Holding Company of your Company up to December 23, 2018.

The Hon''ble National Company Law Tribunal, Mumbai Bench had sanctioned the Scheme of Amalgamation of VSL with GIL vide its Order dated December 14, 2018. The said Scheme became effective on December 24, 2018. Pursuant to this, VSL stands amalgamated with GIL and ceased to be the Ultimate Holding Company of your Company.

14. SUBSIDIARY COMPANIES:

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2018-19:

1. Godvet Agrochem Limited:

(A Wholly-Owned Subsidiary of your Company throughout the Financial Year 2018-19)

2. Astec Life Sciences Limited:

(A subsidiary of your Company throughout the Financial Year 2018-19, in which your Company holds 57.67% of the Equity Share Capital as on March 31, 2019)

3. Behram Chemicals Private Limited:

(Subsidiary of Astec Life Sciences Limited throughout the Financial Year 2018-19, in which Astec Life Sciences Limited holds 65.63% as on March 31, 2019)

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

(A Wholly-Owned Subsidiary of Astec Life Sciences Limited throughout the Financial Year 2018-19)

5. Astec Europe Sprl (Belgium, Europe):

(Subsidiary of Astec Life Sciences Limited throughout the Financial Year 2018-19, in which Astec Life Sciences Limited holds 50.10% as on March 31, 2019)

6. Creamline Dairy Products Limited:

(Subsidiary of your Company throughout the Financial Year 2018-19, in which your Company holds 51.91% as on March 31, 2019).

Creamline Dairy Products Limited is a Material Subsidiary of your Company as on March 31, 2019.

7. Nagavalli Milkline Private Limited:

(A Wholly-Owned Subsidiary of Creamline Dairy Products Limited throughout the Financial Year 2018-19.)

8. Godrej Tyson Foods Limited:

(Subsidiary of your Company with effect from March 27, 2019, in which your Company holds 51.00% as on March 31, 2019).

9. Godrej Maxximilk Private Limited:

(Subsidiary of your Company with effect from March 27, 2019, in which your Company holds 62.97% as on March 31, 2019).

On March 27, 2019, your Company acquired 2.16% of the Paid-up Equity Share Capital of Godrej Maxximilk Private Limited, increasing its Equity Stake from 49.9% to 52.06%.

Further on March 30, 2019, your Company further acquired 10.91% of Paid-up Equity Share Capital of Godrej Maxximilk Private Limited, increasing its Equity Stake in Godrej Maxximilk Private Limited from 52.06 % to 62.97%.

5. ASSOCIATE COMPANIES:

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

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

6. SCHEME OF AMALGAMATION:

During the year under review, the Board of Directors of your Company at its Meeting held on September 14, 2018 had approved the Scheme of Amalgamation of Astec Life Sciences Limited, a listed subsidiary with your Company. The scheme was expected to ensure efficient utilization of resources, streamlined group structure, reduce multiple compliances, reduction of cost, combine synergies, eliminated duplicative communication and ensure administrative & operation convenience.

However, based on the interaction with the multiple stakeholders across Astec Life Sciences Limited and your Company, the Board of Directors of Astec Life Sciences Limited and your Company at their respective Meetings held on May 6, 2019, reviewed the proposal and decided not to pursue the scheme further.

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

Sr. No.	Particulars		Remarks
1.	Change in Nature of Business, if any		None
2.	Details of Directors / Key Managerial Personnel (KMP) who were appointed or have resigned during the Financial Year 2018-19
	Sr. No	Name of Director	Date of Appointment / Resignation
	a)	Mr. A. B. Godrej	Resigned as a Director of the Company with effect from November 5, 2018.
	b)	Mr. Pirojsha Godrej	Appointed as a Director of the Company with effect from November 5, 2018.
	c)	Dr. S. L. Anaokar	Resigned as an Independent Director of the Company with effect from February 4, 2019.
	d)	Mr. Natarajan Srinivasan	Appointed as an Independent Director of the Company with effect from February 4, 2019.
3.	Names of Companies which have become or have ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the Financial Year 2018-19		During the year under review, Godrej Maxximilk Private Limited and Godrej Tyson Foods Limited have become subsidiaries of your Company with effect from March 27, 2019.
4.	Details of Deposits covered under Chapter V of the Companies Act, 2013		(i) Accepted during the year: Nil (ii) Remained unpaid or unclaimed during the year: Nil (iii) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved: a. At the beginning of the year : Nil b. Maximum during the year : Nil c. At the end of the year : Nil (iv) Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: None
5.	Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and the Company''s operations in future		No significant and material orders have been passed by the regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
6.	Details in respect of Adequacy of Internal Financial Controls with reference to the Financial Statement		Adequate internal control checks are available in the opinion of the Board of Directors.

18. ANNUAL RETURN:

The Annual Return pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014 forming part of the Directors'' Report, have been made available on the website of the Company i.e., http://www. godrejagrovet.com

19. DIRECTORS:

The Board of Directors of your Company, as on the date of this Directors'' Report comprises of the following Directors:

1. Mr. N. B. Godrej (Chairman)

2. Mr. J. N. Godrej (Director)

3. Mr. V. M. Crishna (Director)

4. Ms. Tanya A. Dubash (Director)

5. Ms. Nisaba Godrej (Director)

6. Mr. Pirojsha Godrej (Director)

7. Mr. B. S. Yadav (Managing Director)

8. Mr. K. N. Petigara (Independent Director)

9. Mr. A. B. Choudhury (Independent Director)

10. Dr. Raghunath A. Mashelkar (Independent Director)

11. Dr. Ritu Anand (Independent Director)

12. Ms. Aditi Kothari Desai (Independent Director)

13. Ms. Roopa Purushothaman (Independent Director)

14. Mr. Natarajan Srinivasan (Independent Director)

Mr. A. B. Godrej, resigned from the directorship of the Company w.e.f. November 5, 2018. Dr. S. L. Anaokar, Independent Director of the Company resigned from the directorship of the Company w.e.f. February 4, 2019, in terms of the provisions of Section 168 of the Companies Act, 2013.

Mr. Pirojsha Godrej has been appointed as a Director (Additional, Non-Executive - Non Independent) with effect from November 5, 2019.

Mr. Natarajan Srinivasan has been appointed as an “Additional Director” (Non-Executive, Independent Director) of the Company, for a period from February 4, 2019 up to July 17, 2022, subject to approval of the Shareholders.

Mr. J. N. Godrej (Director) and Ms. Nisaba Godrej (Director) shall retire by rotation at the ensuing 28^th (Twenty-Eighth) Annual General Meeting (AGM) of the Company in accordance with the provisions of the Section 152 of Companies Act, 2013 and being eligible offer themselves for re-appointment.

20. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2018-19:

1. Mr. B. S. Yadav, Managing Director

2. Mr. S. Varadaraj, Head - Finance, Systems & Legal (Chief Financial Officer)

3. Mr. Vivek Raizada, Head - Legal & Company Secretary & Compliance Officer.

21. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

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

The Nomination and Remuneration Policy of your Company have been made available on the website of the Company i.e., http:// www.godrejagrovet.com

The criteria for determining qualification, positive attributes and Independence of Directors is given in“ANNEXURE ‘B’” to this Directors'' Report.

22. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

As on March 31, 2019, the following Directors on your Board were Independent:

Mr. K. N. Petigara (Independent Director)

Mr. Amit B. Choudhury (Independent Director)

Dr. Raghunath A. Mashelkar (Independent Director)

Dr. Ritu Anand (Independent Director)

Ms. Aditi Kothari Desai (Independent Director)

Ms. Roopa Purushothaman (Independent Director)

Mr. Natarajan Srinivasan (Independent Director)

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all the

7 (seven) Independent Directors, of the Company pursuant to Section 149(6) of the Companies Act, 2013, as may amended from time to time, after undertaking due assessment of the veracity of the same and the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The certificates of Independence received from all the Independent Directors have been duly noted by the Board.

Pursuant to Section 149(10) and Section 152 of the Companies, Act, 2013, Mr. Kavas N. Petigara, Independent Director was re-appointed for second term with effect from April 1, 2019 up to March 31, 2022.

23. MEETINGS OF THE BOARD OF DIRECTORS:

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

There were 5 (five) Meetings of the Board of Directors held during the Financial Year (F.Y.) 2018-19, (i.e., May 14, 2018, August 9, 2018, September 14, 2018, November 5, 2018 and February 4, 2019).

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

24. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors.

The Audit Committee comprises of the following Members:-

1. Mr. K. N. Petigara (Chairman - Non-

Executive,Independent Director)

2. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

3. Dr. Ritu Anand (Member - Non-Executive,

Independent Director)

4. Ms. Aditi Kothari Desai (Member - Non-Executive,

Independent Director)

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board.

During the Financial Year 2018-19, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

25. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act,

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

The Nomination and Remuneration Committee comprises of the following Members:-

1. Dr. Ritu Anand (Chairperson - Non-Executive,

Independent Director)

2. Ms. Roopa (Member - Non-Executive, Purushothaman Independent Director)

3. Ms. Nisaba Godrej (Member - Non-Executive,

Non- Independent Director)

There were 3 (three) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2018-19 (i.e., on May 14, 2018, November 5, 2018 and February 4, 2019).

26. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders'' Relationship Committee of the Board of Directors, comprising of the following Members as on March 31, 2019:

1. Mr. N. B. Godrej (Chairman - Non-Executive, Non-Independent Director)

2. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

3. Mr. A. B. Choudhury (Member - Non-Executive,

Independent Director)

During the Financial Year 2018-19, 1 (one) Meeting of the Stakeholders'' Relationship Committee was held, i.e., on November 5, 2018.

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

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

The CSR Committee comprises of the following Members:-

1. Dr. Raghunath A. (Chairman - Non-Executive, Mashelkar Independent Director)

2. Mr. N. B. Godrej (Member - Non-Executive,

Non-Independent Director)

3. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

4. Ms. Roopa (Member - Non-Executive, Purushothaman Independent Director)

There were two Meetings of the CSR Committee during the Financial Year 2018-19 (i.e., on May 14, 2018 and November 5, 2018).

Areas of CSR Expenditure:

A brief outline of your Company''s CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy is as under:

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

The CSR Policy of your Company is uploaded on the website, viz., www.godrejagrovet.com

Amount of CSR Spending:

During the Financial Year 2018-19, your Company was required to spend Rs,4.70 Crore towards CSR Activities in terms of the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Annual Report on CSR Activities:

The Annual Report on CSR Activities of your Company for the Financial Year 2018-19, is annexed herewith as “Annexure-‘C”.

28. RISK MANAGEMENT COMMITTEE:

Pursuant to the provisions of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors, comprising of the following Members:-

1. Mr. N. B. Godrej (Chairman - Non-Executive,

Non-Independent Director)

2. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

3. Mr. A. B. Choudhury (Member - Non-Executive,

Independent Director)

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report.

During the Financial Year 2018-19, 1 (one) Meeting of the Risk Management Committee was held, i.e., on May 14, 2018.

The Company has developed and implemented a risk management policy and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of the Company.

Your Company continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated with in their respective areas of operations such as production, insurance, legal and other issues like health, safety and environment.

Your Company endeavors to become aware of different kinds of business risks and bring together elements of best practices for risk management in relation to existing and emerging risks. Rather than eliminating these risks, the decision-making process at your Company considers it appropriate to take fair and reasonable risk which also enables the Company to effectively leverage market opportunities.

The Board determines the fair and reasonable extent of principal risks that your Company is willing to take to achieve its strategic objectives. With the support of the Audit Committee, it carries out a review of the effectiveness of your Company''s risk management process covering all material risks.

Your Company has substantial operations spread all over the country and its competitive position is influenced by the economic, regulatory and political situations and actions of the competitors.

29. MANAGING COMMITTEE :

Your Company has constituted the Managing Committee of the Board of Directors consisting of the following Directors as on April 1, 2018, pursuant to Article 144 of the Articles of Association of the Company:-

1. Mr. N. B. Godrej (Chairman - Non-Executive,

Non-Independent Director)

2. Mr. A. B. Godrej* (Member - Non-Executive,

Non-Independent Director)

3. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

4. Ms. Nisaba Godrej (Member - Non-Executive,

Non-Independent Director)

5. Dr. S. L. Anaokar# (Member - Non-Executive,

Independent Director)

*Mr. A. B. Godrej has resigned from the Directorship of the Company with effect from November 5, 2018.

^#Dr. S. L. Anaokar has resigned from the Directorship of the Company with effect from February 4, 2019.

The Managing Committee of the Board of Directors was reconstituted on November 5, 2018, constituting of the following Members:

1. Mr. N. B. Godrej (Chairman - Non-Executive,

Non-Independent Director)

2. Ms. Nisaba Godrej (Member - Non-Executive,

Non-Independent Director)

3. Mr. Pirojsha Godrej (Member - Non-Executive,

Non-Independent Director)

4. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

The Managing Committee met 11 (eleven) times during the Financial Year 2018-19.

30. INITIAL PUBLIC OFFER (IPO) COMMITTEE:

I n order to facilitate compliance with the statutory and regulatory requirements in connection with the Initial Public Offer (IPO) made by the Company during the Financial Year 2017-18, the Board of Directors had constituted IPO Committee of the Board of Directors on July 18, 2017, which was dissolved on November 5, 2018.

31. STRATEGY COMMITTEE:

The Company has been looking forward for organic as well as inorganic growth for strengthening its footsteps in the businesses in which the Company and/or any of its subsidiaries or associates operate and hence intends to explore strategic options for its growth. Keeping this objective in mind and to streamline the process for evaluating any proposals for strategic acquisitions, collaborations or joint ventures, a Strategy Committee of the Board of Directors was constituted with effect from September 14, 2018, comprising of the following Members:

1. Mr. N. B. Godrej (Chairman - Non-Executive,

Non-Independent Director)

2. Mr. K. N. Petigara Member (Non-Executive,

Independent Director)

3. Mr. B. S. Yadav (Member - Executive,

Non-Independent Director)

32. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2018-19, i.e., on May 14, 2018.

The Meeting of the Independent Directors was conducted in an informal manner without the presence of the Chairman, Managing Director, Non-Executive Directors, Chief Financial Officer and the Company Secretary & Compliance Officer.

33. VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the Directors and Employees of the Company. Mr. V Swaminathan, Head Corporate Audit & Assurance, has been appointed as the ‘Whistle Blowing Officer’, and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman /Members of the Audit Committee, as stated in the Policy. The Policy is available on the internal employee portal and the website of the Company. On a quarterly basis, the Audit Committee reviews reports made under this policy and implements corrective actions, wherever necessary.

34. PERFORMANCE EVALUATION:

The Board has carried out an Annual Performance Evaluation of its own, the Directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Board as a whole, Chairman and Non-Independent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared after taking into consideration various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The confidential online questionnaire was responded to by the Directors and vital feedback was received from them on how the Board currently operates and how it can enhance its effectiveness.

The Board of Directors has expressed its satisfaction with the evaluation process.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE:

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation.

The Board of Directors of your Company has constituted Internal Complaints Committees (ICCs) at Head Office as well as regional levels pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 and the Rules framed there under.

The ICC at the Head Office level consists of the following Members as on March 31, 2019:

1. Ms. Sanjivani Sadani (Chairperson)

2. Mr. S. Varadaraj (Member)

3. Mr. Salil Chinchore (Member)

4. Ms. Megha Goel (Member)

5. Ms. Sharmila Kher (External Member)

The Company has formulated and circulated to all the employees, a policy on prevention of sexual harassment at workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment.

There were 2 (two) complaints of sexual harassment received and resolved by the ICC during the Financial Year 2018-19.

36. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2018-19, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

37. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by the Company under the aforesaid provisions during the Financial Year (F.Y.) 2018-19, have been provided in the Notes to the Standalone Financial Statement.

38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All Related Party Transactions entered into by your Company during the Financial Year 2018-19, were on arm''s length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Requisite prior approval of the Audit Committee of the Board of Directors was obtained for Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Attention of Shareholders is also drawn to the disclosure of transactions with related parties set out in Note No. 61 of the Standalone Financial Statements, forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

39. FRAUD REPORTING:

There have been no instances of frauds reported by the auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

40. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS:

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company commensurate with the size, scale and complexity of business operations of the Company.

Further, the internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors and were operating effectively.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The Company''s Corporate Audit & Assurance Department which is ISO 9001: 2008 certified, issues well documented operating procedures and authorities, with adequate built-in controls at the beginning of any activity and during the continuation of the process, if there is a major change.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

There were 5 (five) Meetings of the Audit Committee of the Board of Directors held during the Financial Year (F.Y.) 2018-19, (i.e., May 14, 2018, August 9, 2018, September 14, 2018, November 5, 2018 and February 4, 2019).The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. The Board of Directors noted the observations and accepted the recommendations of the Audit Committee.

41. CREDIT RATING:

During the Financial Year (F.Y.) 2018-19, the Credit Rating granted by ICRA Limited to your Company has been reaffirmed at “[ICRA] AA” with respect to Long Term Fund Based Bank facilities and “[ICRA]A1 ” with respect to Short Term Fund Based facilities (including for Commercial Paper).

42. DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER/ PROMOTER GROUP:

Transactions with persons or entities belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company have been disclosed in the accompanying Financial Statements.

43. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that:-

a) i n the preparation of the Annual Accounts for the Financial Year (F.Y.) 2018-19, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 (i.e., March 31, 2019) and of the profit and loss of the Company for that period (i.e., the Financial Year 2018-19);

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

44. CORPORATE GOVERNANCE:

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations''), a detailed report on Corporate Governance is included in the Annual Report.

BNP & Associates, Company Secretaries have certified the Company''s compliance requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

45. STATUTORY AUDITORS:

M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) have been appointed as the Statutory Auditors of the Company at the 26^th (Twenty Sixth) Annual General Meeting (AGM) of the Shareholders held on August 4, 2017, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, for a term of 5 (five) years, to hold office from the conclusion of the 26^th (Twenty Sixth) AGM, till the conclusion of the 31^st (Thirty First) AGM.

Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017, effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors was withdrawn from the statute. In view of the same, the Members of the Company at the 26^th (Twenty Sixth) AGM held on August 4, 2017, had approved ratification of appointment of M/s. BSR & Co. LLP as the Statutory Auditors of the Company for the remaining period, i.e. from the conclusion of the 26^th (Twenty Sixth) AGM, till the conclusion of the 31^st (Thirty First) AGM. Therefore, the approval of the Members for continuance of their appointment at this AGM is not being sought.

The Statutory Auditors'' Report on the Financial Statements for the Financial Year ended on March 31, 2019, does not contain any qualification, reservation, adverse remark or disclaimer.

46. COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) have been appointed by the Board of Directors as the Cost Auditors of the Company for all the applicable products pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, for the Financial Year (F.Y.) 2019-20. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has made and maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, for the Financial Year (F.Y.) 2018-19.

47. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company appointed BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400) as the Secretarial Auditors of the Company for the conduct of Secretarial Audit for the Financial Year 2019-20, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by the Secretarial Auditor is annexed as “ANNEXURE-‘D’” to this Board''s Report.

Further, pursuant to provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”), Creamline Dairy Products Limited (“CDPL”) is a Material subsidiary of your Company in terms of Regulation 16(1)(c) of the Listing Regulations. The Secretarial Audit Report submitted by the Secretarial Auditors of CDPL is also annexed herewith as “ANNEXURE- ‘E’”to this Board''s Report.

48. RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their report on Financial Statements for the Financial Year (F.Y.) 2018-19.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year (F.Y.) 2018-19.

49. LISTING FEES:

Your Company has paid requisite Annual Listing Fees to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) where its securities are listed.

50. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

51. RESEARCH AND DEVELOPMENT (R&D):

Your Company continues to focus on R&D and strongly believes that productive R&D is a key ingredient for success.

52. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors'' Report is given in the “ANNEXURE-‘F’ to this Directors'' Report.

53. POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for all listed companies. All the Policies are available on the Company''s website, www.godrejagrovet.com.

The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws are as follows:

Sr.	Name of the	Brief Particulars of the Policy
No.	Policy
1.	Risk Management	The Company has in place, a Risk
	Policy	Management Policy which was framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.
2.	Corporate Social	The Corporate Social Responsibility
	Responsibility	Committee has formulated and
	Policy	recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. This Policy outlines the Company''s strategy to bring about a positive impact on society through activities and programmes relating to education, sanitation, environment, etc.

3.	Policy for determining Material Subsidiaries	This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1) (c), Regulation 24 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. As on March 31, 2019, Creamline Dairy Products Limited is a material unlisted Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
5.	Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness
6.	Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
7.	Whistle Blower Policy / Vigil Mechanism	Your Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to Mr. K. N. Petigara, Chairman of the Audit Committee, in appropriate or exceptional cases.
8.	Human Rights Policy	Your Company has in place, a Human Rights Policy which demonstrates the Company''s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

9.	Policy on Prevention of Sexual Harassment at Workplace	Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
10.	Policy on Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
11.	Code of Conduct for the Board of Directors and Senior Management Personnel	Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code as mentioned hereinabove.
12.	Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
13.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, as amended from time to time.
14.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
15.	Archival Policy	This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (five) years and thereafter in terms of the Policy.

16.	Dividend	This Policy is framed by the Board of
	Distribution Policy	Directors in terms of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015. The focus of the Company is to have a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect.
17.	Policy for Inquiry	This Policy is framed by the Board of
	in case of Leak	Directors in terms of the Securities and
	of Unpublished	Exchange Board of India (Prohibition
	Price Sensitive	of Insider Trading) (Amendment)
	Information	Regulations, 2018.
	(“UPSI”)	The focus of the Company is to have a Policy in place to strengthen the Internal Control System and prevent Leak of Unpublished Price Sensitive Information (“UPSI”). This policy also aims to have a uniform code to curb unethical practices of sharing UPSI by insiders, employees and designated persons with any other person without a legitimate purpose.
18	Code of Practices	The Code intends to formulate a stated
	and Procedures	framework and policy for fair disclosure
	for Fair Disclosure	of events and occurrences that could
	of Unpublished	impact price discovery in the market
	Price Sensitive	for the Company''s securities and to
	Information	maintain the uniformity, transparency
	(“UPSI”)	and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.

54. SECRETARIAL STANDARDS:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

55. BUSINESS RESPONSIBILITY REPORT:

The Company has prepared its Business Responsibility Report for the Financial Year (F.Y.) 2018-19, in accordance with subregulation (2) of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective. The said Report is prepared in accordance with the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business’ (NVGs) notified by the Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and forms part of the Annual Report.

56. MANAGERIAL REMUNERATION:

The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial Year 2018-19 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as “ANNEXURE-G''” to this Report.

57. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197 of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of your Company during business hours on working days of the Company up to the date of the ensuing 28^th (Twenty Eighth) Annual General Meeting. If any Shareholder is interested in obtaining a copy thereof, such Shareholder may write to the Company Secretary, whereupon a copy would be sent.

However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Shareholders, excluding the disclosure as mentioned above.

58. ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act, 2013 and the Rules made there under, has been laid out in the Notes attached to and forming part of the Annual Accounts. The Notes to the Accounts referred to the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

The Consolidated Financial Statements of your Company form part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiaries. The Audited Annual Accounts and related information of the Company''s subsidiaries will be made available upon request. These documents will also be available for inspection during all days except Saturdays, Sundays and public holidays from 10.00 a.m. (IST) to 4.00 p.m. (IST) at the Company’s Registered Office. The subsidiary companies'' Audited Accounts are also available on the Company''s website www.godrejgrovet.com

59. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of 7 (seven) years. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF till the date of this Report.

60. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

61. CAUTIONARY STATEMENT:

Statements in the Directors'' Report and the Management Discussion and Analysis Report describing the Company''s objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Company’s operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

62. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. The Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of the Company.

For and on behalf of the Board of Directors of Godrej Agrovet Limited

N. B. Godrej

Chairman

(DIN: 00066195)

Date: May 6, 2019

Place: Mumbai

---

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting the Annual Report along with the Audited Accounts for the Financial Year ended March 31, 2018.

Review of Operations

Your Company’s performance during the year as compared with that during the previous year is summarized below:

	(Rs. Crore) Year Ended March 31	(Rs. Crore) Year Ended March 31
Particulars	2018	2017
Revenue from Operations	1,986.32	1,602.17
Exceptional Items	267.38	-
Other Income	33.43	46.88
Total Income	2,287.13	1,649.05
Total Expenditure other than Finance Costs and Depreciation and Amortisation	1,749.47	1,534.11
Profit before Finance Costs, Depreciation and Amortisation and Tax	537.66	114.94
Depreciation and Amortisation Expense	68.58	52.43
Profit before Finance Costs and Tax	469.08	62.51
Finance Costs (net)	212.43	207.86
Profit before Tax	256.65	(145.35)
Provision for Current Tax	13.48	-
Provision for Deferred Tax	1.77	(0.11)
Net Profit	241.40	(145.24)
Remeasurment of Defined Benefits Plans	(0.28)	(1.92)
Total Comprehensive Income	241.12	(147.16)
Surplus brought forward	541.87	689.03
Profit after Tax available for appropriation	782.99	541.87
\Appropriation
Dividend on equity shares	58.85	-
Tax on Distributed Profit	1.15	-
Transfer to General Reserve	-	-
Surplus Carried Forward	722.99	541.87
Total appropriation	782.99	541.87

Dividend

The Board of Directors of your Company recommends a dividend of Rs.1.75 per equity share of Rs.1/each, aggregating Rs.58.85 Crore as final dividend for the year ended March 31, 2018.

Dividend Policy

The Dividend policy of the Company is uploaded on the Company’s website. http://www.godrejindustries.com/listing-compliance.aspx

INDUSTRY STRUCTURE AND DEVELOPMENT

As per The World Economic Outlook (WEO) update, around 120 economies accounting for three quarters of world Gross Domestic Product (GDP), saw a pickup in growth in year-on-year terms in 2017, the broadest synchronized global growth upsurge since 2010. Global output is estimated to have grown by 3.7% in FY17. The International Monetary Fund (IMF) has raised its growth forecasts for 2018 to 3.9%, expecting the global economy to continue to recover on the back of buoyant trade and investment.

IMF projected, India to grow at 7.4% of its GDP in FY18 as compared to China’s 6.6%, making it the fastest growing economy among emerging economies.

The World Bank in its India Economic Update expects the economic growth to accelerate to 7.3% in FY19 and 7.5% in FY20.

In FY18, the first half of the year was impacted by issues such as lingering effects of demonetization, difficulties in implementation of Goods and Service Tax (GST). However, in the second half of the year the economy witnessed robust signs of revival. Economic growth improved, corrective actions were taken, and the global economic recovery boosted exports. Recent sovereign ratings upgrade and jump in World Bank’s Ease of Doing Business rankings are endorsements of government reforms and policies. In FY19 also, growth is expected to be driven by increase in exports due to acceleration in global growth, expected rebound in private investments and increase in consumption demand. However, persistent high oil prices (at current levels) remain a key risk, which would adversely affect inflation, the current account balance, the fiscal position and growth. This will force macroeconomic policies to be tighter.

Agriculture sector and its allied activities are estimated to have registered a moderate growth rate of 3.4% in the fiscal year. This was mainly due to the high base effect of FY17 which saw a very high growth rate as it followed two years of drought. In terms of monsoon, FY18 experienced an overall ‘normal’ monsoon at 95% of long period average (LPA - measured for the trailing 10 year period).

The Indian Meteorological Department (IMD) in its first monsoon forecast for the season has predicted a ‘normal’ monsoon for the upcoming FY19, brightening the chances of an accelerated growth for the sector. Good monsoons help to improve the poor sentiment prevailing in the rural economy and the sector expects bumper Kharif and Rabi crops. Further, agriculture and allied sector has also received a lot of impetus in the Union Budget. Recent endeavor of the Government to formulate a separate exports policy for agriculture is also a step in the right direction to achieve the dream of doubling farmer incomes. However, climate change and high dependence on monsoon for sector growth continue to be the key risks.

Commodity price remained range bound during FY18. There is over capacity for Fatty Alcohol, however, global manufacturer were running the plants at lower capacity which helped in protecting the margin. Also good demand of Glycerine helped overall Oleo-chemical Industry. Indian surfactants demand continues to be robust mainly driven by growth in detergent, shampoo and hand wash consumption.

According to a report by CREDAI and JLL India, Indian real estate sector is projected to reach a market size of $180 billion by FY20, a sharp rise from $126 billion in FY15. The housing sector’s contribution to the Indian GDP is expected to almost double to more than 11% by FY20 up from estimated 5-6%.

Fragmentation in real estate sector is high, not just on a national level, but on a city level too. However, disruption - starting with demonetization in FY16 and institutionalized via the Real Estate Regulatory Act (RERA) reform in FY17 has triggered accelerated consolidation. Customer preferences also have shifted towards better quality and branded developments. Access to cheaper capital has gained importance as working capital requirements rise. The organized sector should be able to more than double its market share of the residential property market, to nearly 20% over the next five to seven years.

Improvement in the current subdued job creation/income growth outlook could lead to even faster growth. Developers with a scalable business model are better placed to grow market share in a regulatory environment demands greater accountability and transparency from developers.

The affordable housing segment is expected to continue to drive the real estate sector in FY18 with several developers and institutional funds eyeing opportunities in this space. Various initiatives from the Government of India under Pradhan Mantri Awas Yojona, or rationalizion of GST rates on affordable and low-cost housing, which attracts a GST of 8% on the total value of under-construction properties, which is 4% less than the earlier effective rate of 12% or to set up dedicated affordable housing fund under the National Housing Bank, to boost demand and supply of low-cost homes. The end-user demand in this segment along with the government’s thrust through incentives such as granting infrastructure status is ensuring a rising appetite for such projects across the country.

There is a separate section on Management Discussion and Analysis appended as Annexure A to this Report, which includes the following:

- Discussion on financial performance with respect to operational performance

- Segment wise performance

- Human Resources and Industrial Relations

- Opportunities and Threats

- Internal Control Systems and their adequacy

- Risks and Concerns

- Outlook

Subsidiary and Associate Companies

Your Company has interests in several industries including animal feeds, poultry, dairy and agroproducts, oil palm plantation, property development, personal and home care, etc. through its subsidiary and associate companies.

Godrej Agrovet Limited (GAVL)

GAVL is a subsidiary of your Company and is a diversified agri-business company with interests in animal feed, crop protection, dairy and oil palm business. GAVL also has a joint venture with the ACI Group in Bangladesh for the feed business and with Tyson Foods Inc., USA for the poultry and processed food business. This year was a landmark year for GAVL, as it went public through an Initial Public Offer (IPO) and was listed on the stock exchanges. The IPO was oversubscribed by 96 times.

During FY18, agriculture and allied activities is estimated to have registered a moderate growth rate of 3.4%. This was mainly due to the high base effect of fiscal 2016-17 which saw a very high growth rate as it followed two years of drought. In terms of monsoon, fiscal 2017-18 experienced an overall ‘normal’ monsoon at 95% of long period average (LPA - measured for the trailing 10 year period). Also, crop production business of GAVL remained robust for FY18 resulting in lower commodity prices during the year.

GAVL recorded consolidated revenues of Rs.5,206 crore during FY18 compared to revenues of Rs.4,926 crore during FY17, registering a year-on-year growth of 5.7%. Consolidated profit before tax (excluding the non-recurring and exceptional items) was at Rs.360 crore during FY18 representing a year-on-year growth of 10.8%. Revenue growth was mainly driven by crop protection, vegetable oil and dairy business segments.

Animal Feeds:

The animal feed business of GAVL has shown a volume growth of 7.4% during FY18 driven by cattle feed and layer feed. GAVL was also successful in arresting the volume decline seen in the past few years in the broiler feed segment, despite intense competition. However, the volumes in the shrimp feed and fish feed segments saw a decline compared to FY17. GAVL continues to remain committed to invest in Research & Development in the animal feed space which will help GAVL in creating differentiated offering in the segment and help in increasing our market share over the medium-term.

Crop Protection Business:

In FY18, GAVL’s crop protection business has registered a growth of 13.2% in the standalone revenues. GAVL successfully introduced new products which helped in increasing the penetration both in strategic crops and in new geographies.

Oil Palm:

In the crude palm oil business, volumes growth remained robust for both crude palm oil and palm kernel oil. The Oil Palm business clocked a consolidated revenue of Rs.585 crore in FY18. The business converts the oil palm biomass into value added product and this contributes to the profitability of the business. Latest technology has been deployed in this plant which is expected to increase the operational efficiencies.

Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited is a subsidiary of GAVL and operates in the crop protection segment. In FY18, Astec’s consolidated performance remained robust as it posted revenues of Rs.371 crore, a growth of 18.6% over the previous financial year. Profit before exceptional items and tax also increased to Rs.52 crore during FY18 up by 31% on a year-on-year basis.

Creamline Dairy Products Limited (CDPL) & Its Subsidiary:

CDPL is a subsidiary of GAVL and operates in the dairy segment. CDPL focuses on increasing its market share in the southern states in which it operates. Further, CDPL also increased the share of value added products in its portfolio. CDPL recorded a revenue growth of 14.6% during FY18.

Joint Ventures (JVs) & Associates of GAVL:

Godrej Tyson Foods Limited:

The Joint Venture with Tyson Foods Inc., USA, recorded revenues of Rs.434 crore during FY18 as compared to Rs.446 crore during the previous year. The joint venture continues to focus on building its current brands namely ‘Real Good Chicken’ and ‘Yummiez’.

ACI Godrej Agrovet Private Limited, Bangladesh:

The joint venture continues to remain among the top four players in Bangladesh in all the feed categories it operates. ACI posted sales of Rs.675 crore during FY18, registering a year-on-year growth of 11.8%.

Godrej Maxximilk Private Limited

Godrej Agrovet has 49.9% stake in this associate and GAVL has plans to foray in cattle breeding under this entity

Godrej Properties Limited (GPL)

Financial Highlights: For FY18, GPLs total income increased by 38% and stood at Rs.2,397 crore, EBITDA increased by 25% to Rs.503 crore, and net profit increased by 14% to Rs.235 crore.

Sales Highlights: This has been the best ever year in GPL’s history in terms of the value and volume of real estate we have been able to sell. For the first time in its history, GPL has delivered sales of more than Rs.1,000 crore in each of the four quarters of the financial year. Also, for the first time, GPL has emerged as amongst the top three developers by value of real estate sold in each of the four focus markets of Mumbai, NCR, Bangalore, and Pune. In FY18, GPL was the largest developer in NCR, the second largest developer in Mumbai & Pune, and the third largest developer in Bangalore by value of real estate sold. GPL sold more than 1.25 million sq. ft. with a booking value of over INR 800 crore in each of the four focus markets viz. Mumbai, NCR, Bangalore and Pune. This has largely been possible by combining our traditional strength in new launches with a strong improvement in sales from existing inventory, which stood at Rs.2,780 crore in FY18. The total value of bookings in FY18 stood at Rs.5,083 crore, which represents a 152% year-on-year increase. We are especially pleased with this sales performance given that sales for the industry as a whole have declined during the financial year.

Continued success in business development:

FY18 has also been the best ever year for business development in the history of GPL in terms of the number of new projects added. GPL added 12 new projects with saleable area of 23.5 million sq. ft. More than 80% of the area added in FY18 is in partnership with other real estate developers and all the projects added are in the four largest real estate markets in India.

Global recognition for sustainability initiatives:

GPL was ranked 2 ^nd in Asia & 6th globally by GRESB (Global Real Estate Sustainability Benchmark) - An industry-driven organization which assesses Environmental, Social and Governance (ESG) performance of real estate assets globally.

Outlook: The Indian real estate sector is on the cusp of a major transformation. India’s fragmented property sector is witnessing a major change as far-reaching reforms like the introduction of GST and The Real Estate (Regulation and Development) Act, 2016 (RERA) drive consolidation. These changes combined with the most affordable house prices in decades should lead to an improvement in sentiment which is extremely important for the revival of the sector. High-quality developers, with a greater focus on the residential market, will benefit disproportionately from this cyclical upturn. With growing transparency and improving policies, the country’s real estate sector is expected to become more institutionalized and we expect 2018 to be a year of consolidation and recovery for the property sector. We strongly believe our focus on building presence in high return markets with a deep focus on execution across our project portfolio puts us in a strong position to benefit from a robust recovery in the sector and improve market share in the years ahead.

Natures Basket Limited (NBL)

Natures Basket Limited delivered a healthy top line of Rs.291 crore for FY18, a growth of 18% over the previous year.

NBL, during the year, worked on defining the long-term strategy for its business. Mumbai, Pune and Bangalore continue to be focus markets for NBL from the perspective of both revenue growth and profitability. NBL’s overall customer base increased by over 13% in FY18.

NBL would like to excel and be a leading Omni Channel player by focusing strongly on Instore as well on line business channels in Daily Food Delight space. The online business clocked a sale of Rs.19 crore in FY18, a growth of 10% over the previous year. NBL continues to improve its website and App experience through regular updates and improvements.

During the year, NBL introduced i-Pro, an Operations Excellence initiative, which looks to improve performance through:

1) Improved Inventory Management

2) Better customer experience

3) Increased staff efficiency.

The brand continues to win awards in forums like Food & Grocery forum, Franchise India Retail Award for Omni Chanel performance, TRRAIN awards for Customer service etc.

Godrej Consumer Products Limited (GCPL)

Godrej Consumer Products (GCPL), an associate of your Company, has continued to grow ahead of the overall FMCG sector, as well as the home and personal care categories that it participates in, despite a challenging macro environment.

On a consolidated basis, GCPL reported a total sales of Rs.9862 crore during the FY18 compared to Rs.9584 crore for FY17. The net profit grew by 25% at Rs.1634 crore as compared to Rs.1304 crore during FY17.

GCPL is a leading emerging markets company. As part of the 121-year young Godrej Group, GCPL is fortunate to have a proud legacy built on the strong values of trust, integrity and respect for others. At the same time, we are growing fast and have exciting, ambitious aspirations.

Today, the Godrej Group enjoys the patronage of 1.1 billion consumers globally, across different businesses. In line with its 3 by 3 approach to international expansion, GCPL is building a presence in 3 emerging markets (Asia, Africa, Latin America) across 3 categories (home care, personal wash, hair care). It ranks among the largest household insecticide and hair care players in emerging markets. In household insecticides, it is the leader in India, the second largest player in Indonesia and are expanding its footprint in Africa. It is the leader in serving the hair care needs of women of African descent, the number one player in hair colour in India and Sub-Saharan Africa, and among the leading players in Latin America. It also ranks number two in soaps in India and is the number one player in air fresheners and wet tissues in Indonesia.

However, it is very important that besides our strong financial performance and innovative, much-loved products, GCPL remains a good company. Approximately 23 per cent of the promoter holding in the Godrej Group is held in trusts that invest in the environment, health and education. We are also bringing together our passion and purpose to make a difference through our ‘Good & Green’ approach to create a more inclusive and greener India.

At the heart of all of this, is a talented team. GCPL takes much pride in fostering an inspiring workplace, with an agile and high performance culture. It is also deeply committed to recognising and valuing diversity across our teams.

Other Subsidiaries

Godrej International Limited (GINL) is incorporated in the Isle of Man and is a wholly owned subsidiary of the company. GINL trades worldwide in vegetable oils.

Godrej International Trading & Investments Pte. Ltd. (GITI) is registered and located in Singapore and trades in palm and soya oil as well as in byproducts.

Vegetable oil markets were affected by adverse factors notably when India raised import duties in July, then in November 2017 and finally again in March 2018. India is the world’s biggest importer and casts a huge impact on price behavior. Uncertainty on bio diesel as a result of Trump Administration wavering and EU protectionism also affected the market. As a result both GINL & GITI had a modest year. GINL & GITI continued to enjoy a high reputation in the industry for their market research and their frequent Markey Outlook releases.

Ensemble Holdings & Finance Limited (EHFL), a wholly owned subsidiary of your Company, is a Non-Banking Finance Company. The total income of EHFL for FY18 was Rs.0.62 crore as compared to Rs.0.15 crore in the previous year.

Pursuant to Regulation 16(1 )(c) of the SEBI (Listing Obligations and disclosure requirements) Regulations, 2015 (Listing Regulations), your Company has formulated a policy for determining its ‘material subsidiaries’. The said policy has been uploaded on the Company’s website: http://www.godreindustries.com/Resources/pdf/ compiiances/materiai_subsidiari es.pdf

Financial Position

The loan funds at the end of the year stand at Rs.2,704 crore as compared to Rs.2,862 crore for the previous year. The Net debt equity ratio is 1.47 as compared to 1.76 last year. Your Company continues to hold the topmost rating of [ICRA] A1 from ICRA for its commercial paper program (Rs.1000 crore) (previous year Rs.1000 crore). ICRA has reaffirmed an [ICRA] A1 rating for its short term debt instruments/other banking facilities (Rs.800 crore) (previous year Rs.800 crore). This rating of ICRA represents highest-credit quality carrying lowest-credit risk. ICRA also reaffirmed [ICRA]AA rating with stable outlook for long-term debt, working capital and other banking facilities (Rs.1340 crore) (previous year Rs.1015 crore). The ICRA rating of [ICRA]AA for Non-convertible Debenture programme & MAA for Public Deposit programme has been discontinued as there is no amount outstanding against these instruments. In addition to the ICRA rating for commercial paper programme, CRISIL has also assigned a rating of “CRISIL A1 ” to the commercial paper programme of Rs.1000 crore. Instruments with these ratings are considered to have very strong degree of safety regarding timely payment of financial obligations.

Manufacturing Facilities

Your Company has manufacturing units at Ambernath, Valia, Wadala and Dombivli.

The Ambernath factory is ISO-9001:2008, ISO 14001:2004, ISO 18001:2007 certified. Over the last year the factory also got re-certified for FSSC 22000 (Food safety management system) for Glycerine and ISO 22716 (Good manufacturing practices) for cosmetics. The factory has also achieved considerable energy savings over the last year

The Valia factory is ISO-9001:2015, ISO 14001:2015, ISO 18001:2007certified. The Factory has also got certification from FDA, FSSAI and Kosher GMP B2 for Palmitic acid used as Animal feed. We are member of RSPO (Roundtable on Sustainable Palm Oil). The Valia factory has successfully got USP NF certification for fatty alcohol as excipient during the year 201718. Company has continuously invested in plants for making specialty products.

Vegoils Division (Wadala) manufactures & sells Edible Oils under “Godrej” Brand. This factory is ISO 22000-2005 (Food safety management system) certified. The factory also has Kosher and Halal certificate. This is also FSSAI and FDA approved facility with cleanroom to supply Pharmaceutical grade oils and Vanaspati (IP and BP) Packing facility under factory partially renovated as per Schedule IV of FSSAI norms. The factory produces variety of product range of oils & Vanaspati e.g. Sunflower oil, Ground nut oil, Filter Ground nut oil, Sesame oil, Rice bran oil, Palmolein oil and Vanaspati.

The Dombivali unit has flexibility of producing multiple value added products, mainly fatty esters and amide, used in personal and home care products.

Research and Development (R&D)

During the year under consideration, our R&D activities have resulted in the innovative process improvements for existing range of products and also launch of several new products. Majority of these new products are high value derivatives of fatty acids and fatty alcohols, with applications in home, personal care products, animal feeds and agricultural products.

Besides our efforts to manufacture and improve the premium quality fatty acids and fatty alcohols using alternate raw materials, the endeavor to develop new processes through innovations and advanced technologies will be an ongoing activity. We will also continue to focus our attention on high value fractionated fatty acids and fatty alcohols for the applications in polymer, oilfield, lubricant and paper industries. Parallel to all the above oleo chemicals projects, R&D continues its efforts in developing improved and customized specialty surfactants, biosurfactants and home & personal care ingredients and their blends, through inhouse and external consultation routes.

Human Resource Development and Industrial Relations

During the year under review, industrial relations at all plant locations remained harmonious.

Your Company emphasizes on the safety of people working in its premises. Structured safety meetings were held and safety programmes were organized for them throughout the year.

The total number of persons employed in your Company as on March 31, 2018 were 1129.

Business Responsibility Report

SEBI, vide its circular SEBI/LAD-NRO/GN/2015-16/27 dated December 22, 2015 had mandated inclusion of Business Responsibility Reports (BRR) as part of the Annual Reports for top 500 listed entities based on market capitalization as on March, 31 of every financial year.

A detailed report on your Company’s sustainability initiatives is published in the Business Responsibility Report, as ‘Annexure B’ and forms a part of this report. The BRR describes the initiatives taken by the Company from an environment, social and governance perspective.

Information Systems

Your Company had a smooth implementation of all GST related system changes in our ERP package - SAP in time thus ensuring compliance with the new tax law.

Your Company implemented Sales and Operations Planning Module in SAP to increase customer satisfaction and enable better order fulfilment.

Employee Stock Grant Scheme 2011 (ESGS) and Employee Stock Option Plan (ESOP)

During the year, the Nomination and Compensation Committee approved a total of 1,03,828 stock grants equivalent to 1,03,828 equity shares of the Company to eligible employees in terms of the ESGS 2011 Scheme. The exercise price is Rs.1/- per equity share. As on March 31, 2018 and in terms of the ESGS Scheme, 2011, a total of 1,34,866 grants were vested and 1,32,945 were exercised and allotted.

Disclosure in compliance with Section 62 of the Companies Act, 2013, rule 12 of companies (share capital and debentures) rules, 2014, SEBI (Share based employee benefits) regulations, 2014 and The SEBI (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines 1999 is given in Annexure C attached and forms a part of this report.

Fixed Deposits

Your Company is currently not accepting public deposits. The Company has no overdue deposits other than unclaimed deposits.

Depository System

Your Company’s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2018, 99.84% of the equity shares of your Company were held in demat form.

Directors

In accordance with the Articles of Association of the Company, the following directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment;

- Mr. V. M. Crishna (DIN: 00066267)

- Mr. N.S.Nabar (DIN: 06521655)

Your Company had appointed following NonExecutive (Independent) Directors pursuant to Regulation 17 of the Listing Regulations and they are not liable to retire by rotation as per Companies Act, 2013 (the Act);

- Mr. S.A.Ahmadullah (DIN 00037137)

- Mr. A. B. Choudhury (DIN 00557547)

- Mr. K. K. Dastur (DIN 00050199)

- Mr. K. M. Elavia (DIN 00003940)

- Mr. A.D.Cooper (DIN 00026134)

- Mr. K. N. Petigara (DIN 00066162)

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (7) of Section 149 of the Act.

Your Company has conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board, its Committees, and Individual Directors. This was in line with the requirements mentioned in the Act.

The HR team of the Company worked directly with the Chairman and the Nomination and Compensation Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised four sections and compiled feedback and suggestions on:

- Board Processes (including Board composition, strategic orientation and team dynamics);

- Individual Committees;

- Individual Board Members; and

- the Chairman

The following reports were created, as part of the evaluation:

- Board Feedback Report;

- Individual Board Member Feedback Report; and

- Chairman’s Feedback Report

The overall Board Feedback Report was facilitated by Mr. A. B. Godrej, Chairman. The Individual Committees and Board Members’ feedback was shared with the Chairman. Following his evaluation, a Chairman’s Feedback Report was also compiled.

On the recommendation of the Nomination & Compensation Committee, the Board had framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Board Appointment Policy are stated below:

The details of Directors familiarization program Pursuant to Regulation 25(7) of the Listing Regulations is uploaded on the Company’s website. http://www.godrejindustries.com/listing-compliance.aspx

Key Managerial Personnel

There has been no change in the Key Managerial Personnel of the Company.

Statutory Auditors

Pursuant to section 139 of the Act, your Company has appointed M/s BSR & Co, LLP, Chartered Accountants (Firm Regn. No. 101248W/W-100022) as Auditors of the Company to hold office for the period commencing from the conclusion of the 29th Annual General Meeting on August 11, 2017 until the conclusion of the 34th Annual General Meeting in the year 2022, on a remuneration that will be approved by the Board.The Auditor’s Report for FY18 does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

Pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013, M/s. R. Nanabhoy & Co., Cost Accountants have been appointed as Cost Auditors of the Company for FY19. They are required to submit the report to the Central Government within 180 days from the end of the accounting year.

Secretarial Auditors

The Board has appointed M/s. A. N. Ramani & Co., Practicing Company Secretaries, to conduct Secretarial Audit for FY18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure ‘G’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Audit Committee

The Audit Committee, constituted pursuant to the provisions of the Act and the Listing Regulations, has reviewed the accounts for the year ended March 31, 2018. The members of the Audit Committee are Mr. K. K. Dastur, Mr. S. A. Ahmadullah, Mr. K. N. Petigara and Mr. A. B. Choudhury, all Independent Directors.

Policy to Prevent Sexual Harassment at Work Place

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report. This is in compliance with section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

Directors’ Responsibility Statement

The Board has laid down Internal Financial Controls within the meaning of the explanation to section 134 (5) (e) (“IFC”) of the Act. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and will evolve over time as the business, technology and possibly even fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There might therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and/or improved controls wherever the effect of such gaps might have a material effect on the Company’s operations.

Pursuant to the provisions contained in Section 134 of the Act, the Directors of your Company confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently, and such judgments and estimates have been made 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 or loss of the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

e) that the proper policies and procedures have been adopted for ensuring the orderly and efficient conduct of its business, including adherence to code of conduct and policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and that such policies and procedures are adequate and were operating effectively.

f) that proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

Corporate Governance

As required by the existing Regulation 34(3) of the Listing Regulations, a detailed report on Corporate Governance is included in the Annual Report. The Auditors have certified the Company’s compliance of the requirements of Corporate Governance in terms of Regulation 34(3) of the Listing Regulations and the same is annexed to the Report on Corporate Governance.

Disclosures and Information under the Companies Act, 2013

Pursuant to section 134 and any other applicable sections of the Act, following disclosures and information is furnished to the shareholders:

(a) Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo

‘Annexure D’ to this Report gives information in respect of Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo, required under Section 134(3)(m) of the Act and forms a part of the Boards’ Report.

(b) Extract of Annual return

The extract of the annual return as provided under sub section (3) of Section 92 of the Act is given in Form No. MGT 9 as ‘Annexure E’, attached and forms a part of this report.

(c) Board meetings

The Board of Directors of your Company met 5 (five) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

(d) Loans, Guarantees & Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

(e) Related Party Transactions

All related party transactions entered into by your Company during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with related parties. Prior omnibus approval of the Audit Committee was obtained for those transactions which were of routine nature. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act in Form AOC- 2 is not applicable. Attention of members is also drawn to the disclosure of transactions with related parties set out in Note No. 40 of Standalone Financial Statements, forming part of the Annual Report. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The policy on Related Party Transactions is uploaded on the Company’s website http://www.godrejindustries.com/Resources/ pdf/compliances/Policy-on-Related-Party-Transaction.pdf.

(f) Particulars of Employees:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure ‘F’ to this Report. The information required pursuant to Section 197 of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available for inspection by the members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent.

(g) Risk Management

Your Company had formed a Risk Management Committee consisting of the Managing Director and the Whole time Directors. The Committee identifies, evaluates business risks and opportunities. This Committee has formulated and implemented a policy on risk management to ensure that the company’s reporting system is reliable and that the company complies with relevant laws and regulations. The Board of Directors of your Company are of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

Your Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

(h) Nomination & Remuneration Policy for Senior Management

The details relating to ratio of the remuneration of each director to the median remuneration of the employees of the Company for FY18 is given in ‘Annexure F’ attached and forms part of this Report.

The policy of your Company on director’s appointment and remuneration of the directors, key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of a director, is stated below:

(i) Financials

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statement relates and the date of the report.

There are no qualifications, reservations or adverse remarks in the Auditors Report and the Secretarial Audit Report for FY18.

(j) Share Capital

During the year under review your company allotted 1,32,945 equity shares of Rs.1 each upon exercise of stock option under Company’s Employee Stock Grants Scheme. Consequently, the paid up share capital of your Company has increased from Rs.33,61,39,786/- divided into Rs.33,61,39,786 equity shares of Rs.1 each to Rs.33,62,72,731/divided into 33,62,72,731 equity shares of Rs.1 each.

(k) Significant Court Order received - None

(l) Amalgamation

The Board of Directors of your Company approved the Scheme of Amalgamation of Vora Soaps Limited with Godrej Industries Limited and their respective Shareholders (‘Scheme’) in their meeting held on 14th December, 2017. The Scheme was subject to the approval of the Hon’ble National Company Law Tribunal (‘NCLT’), shareholders and/ or creditors and such other competent authority as may be directed by the Hon’ble NCLT. Accordingly, the Scheme was filed with the Stock Exchanges for their approval and upon receipt of their no-objection letters, the company proceeded with filing an application u/s 230-232 with the Hon’ble NCLT which was admitted on 17th May, 2018. Pursuant to the directions of the Hon’ble NCLT, a meeting of the Equity Shareholders of the Company will be held and convened for the purpose of considering and if thought fit, approving with or without modifications the Scheme.

Additional Information

The consolidated financial statements of the Company forms a part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the financial statements of its subsidiaries. The Audited Annual Accounts and related information of the Company’s subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at the Company’s registered office in Mumbai, India. The subsidiary companies’ documents will also be available for inspection at the respective registered offices of the subsidiary companies during business hours.

Acknowledgement

Your Directors thank the Union Government, the Governments of Maharashtra and Gujarat as also all the Government agencies, banks, financial institutions, shareholders, customers, employees, fixed deposit holders, vendors and other business associates, who, through their continued support and co-operation, have helped as partners in your Company’s progress.

For and on behalf of the Board of Directors

A. B. Godrej

Chairman Mumbai, May 23, 2018.

---

Mar 31, 2018

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Third Directors’ Report of your Company along with the financial statements for the financial year ended March 31, 2018.

1. OPERATING RESULT :

Certain key aspects of the Company’s performance (on a standalone basis) during the financial year ended March 31, 2018, as compared to the previous financial year are summarized below:

(Rs. in crore)

Particulars	Financial Year 2017 - 2018	Financial Year 2016 - 2017
Revenue from Operations	955.83	998.63
Other Income	493.61	222.40
Total Income	1,449.44	1,221.03
Profit before Tax	373.54	266.08
Profit after Tax	240.85	196.51
Other Comprehensive Income	(2.76)	(0.31)
Total Comprehensive Income	238.09	196.20

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.aodreiproperties.com/investor/corporateaovernance.

Keeping in view of the overall objective of improving Return on Capital Employed through various projects being added in Company’s portfolio, the Board believes that conserving and investing the Company’s capital in the many high return investment opportunities currently available instead of distributing it as a dividend will maximize shareholder value creation. The Board therefore felt that in the interest of the minority retail investors, the Company should utilize the internal accruals on its projects rather than paying dividend to shareholders. The Directors have therefore not recommended any dividend for the financial year ended March 31, 2018.

3. SHARE CAPITAL:

During the financial year ended March 31, 2018, the Company had issued and allotted 115,436 equity shares of’ 5/- each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 (GPL ESGS). Consequently, the issued, subscribed and paid-up equity share capital of the Company has increased to 216,480,128 equity shares of’ 5/- each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS.

4. OVERVIEW OF OPERATIONS:

For the financial year under review, GPL’s total income stood at Rs.2,397 crore on a consolidated basis, an increase of 38% compared to the previous year. EBITDA increased by 25% to Rs.503 crore and net profit increased by 14% to Rs.235 crore.

In a weak real estate market GPL delivered a very strong performance. GPL added 12 new projects with 23.5 million sq.ft. saleable area potential in aggregate located across Bengaluru, Pune, National Capital Region and Mumbai. The projects added are all of substantial size and are in line with the Company’s long term strategy of focusing on value accretive and risk efficient models. These new projects have further strengthened GPL’s project pipeline and will drive the Company performance in coming years.

From sales perspective we significantly outperformed the market. Though the real estate market slowdown continued leading to a decline in sales over the previous year, GPL’s sales grew by 152%, from Rs.2020 crore in FY17 to Rs.5083 crore in FY18, making us India’s largest publicly listed developer by value of real estate sales. We launched 10 new projects in FY18 across our 4 growth markets leading to over Rs.2200 crore in booking value. Most notable of these were The Suites in Greater Noida, Godrej 24 in Pune and Godrej Air in Bengaluru where over 1,300 units were sold within a month of launch generating over Rs.1000 crore in sales. These successful launches were further complimented by an equally strong performance in sustenance sales. The Company achieved sales of more than 6 million square feet in FY18 which was twice the area sold in the previous year and as a result significantly strengthened GPL’s market position helping it to become one of the Top 3 players in each of its four key growth markets.

On the operational front, we successfully delivered over 3 million sq.ft. across our projects. We have now delivered over 18 million sq. ft. of real estate in the last five years. Our delivery record demonstrates that we can operate at a large scale and keep pace with our accelerating sales.

GPL is committed to deliver on its vision of being amongst the nation’s top 3 real estate companies, and was recognized for the ‘Best Developer of the year 2017’ award by Construction Times Builders Award, ‘Developer of the Year - Residential’ award by Real Estate Company of the Year 2017 - APAC Insider and ‘Outstanding Contribution in Real Estate Sector’ award by 5^th National Conference Resident Welfare Associations (NCRWA) Exhibition - Mumbai. Sustainable development is an important part of our vision and we received several recognitions for our efforts on environment and safety such as ‘Leader in Sustainable Real Estate Developments’ award by 2017 Grohe Hurun Report and ‘Golden Peacock National Quality Award’ by Institute Of Directors (IOD). GPL received significant external recognition with a total of 47 awards being received inFY18.

The Company’s credit rating has been reaffirmed by ICRA at AA, with continued access to cheaper capital, showcasing confidence in the Company’s operations.

5. FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY:

Consumer demand for residential real estate continued to remain low in FY18. In addition, key reforms like Real Estate Regulation and Development Act (RERA) and Goods and Service Tax (GST) were implemented leading to a decline in number of new projects launched in FY18 potentially due to short-term uncertainty. The Company continue to believe that these reforms will lead to improved governance in the sector and bring about consolidation amongst real estate players. The Company remains positive about long term potential of the sector due to higher consumer confidence, favorable interest rates, rising disposable income and stagnant real estate prices. The Company believes that we are in a strong position to disproportionately benefit from expected shifts in the sector. With a strong brand, pan-India presence, demonstrated track record and excellent sales & marketing capabilities we are well poised for a high growth trajectory over next few years.

This Company will continue to add new projects on a Development Management Model on a fee basis as well as through joint development agreement with land owners working with our residential investment platform to enter projects which require significant upfront capital. The Company will continue to focus on 4 key markets - Mumbai, NCR, Bengaluru and Pune, while at the same time opportunistically evaluating other markets. When evaluating new projects we will continue to seek superior long-term growth in shareholder value by maximizing returns through optimal financing and fiscal discipline.

On the operational front, the Company shall continue to focus on business development activities to create a healthy project pipeline across our growth markets, quick project launch turnaround times to optimize return on capital, delivering exceptional customer service and experiences to promote loyalty and using technology for increased construction productivity and higher quality.

6. 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, 2018, 99.98 % of the equity shares of the Company were held in dematerialised form.

7. CORPORATE RESTRUCTURING:

(A). Scheme of Arrangement between Godrej Vikhroli Properties India Limited (‘GVPIL’) and Godrej Green Homes Limited (‘GGHL’) and Godrej Highrises Properties Private Limited (‘GHPPL’)

Godrej Vikhroli Properties India Limited was developing a mixed use project which consists of premium commercial office space (‘the Commercial Project’), residential towers (‘the Residential Project’), and a luxury hotel (‘the Hotel Project’).

Pursuant to the Scheme of Arrangement for demerger of the businesses of GVPIL, the Commercial Project and the Hotel Project has been segregated into separate companies such that it will result in focused approach to exploit the growth potential of each of the projects. Accordingly, the Commercial Project is transferred to Godrej Green Homes Limited and the Hotel Project has come under Godrej Highrises Properties Private Limited. The National Company Law Tribunal, Mumbai Bench (‘Tribunal’) has sanctioned the Scheme of Arrangement on November 10, 2017. The appointed date of the Scheme was March 31, 2017.

(B). Scheme of Amalgamation of Godrej Vikhroli Properties India Limited with Godrej Properties Limited (‘The Company’)

Godrej Vikhroli Properties India Limited (GVPIL), a wholly owned subsidiary of the Company, was amalgamated with the Company in terms of the Scheme of Amalgamation (Scheme) approved by the National Company Law Tribunal, Mumbai Bench vide its order dated December 07, 2017. Pursuant to the Scheme of Amalgamation, the Residential Project of GVPIL has come under the Company. The appointed date of the Scheme was April 01, 2017.

(C). Scheme of Amalgamation of Godrej Real Estate Private Limited with Godrej Properties Limited (‘The Company’):

Godrej Real Estate Private Limited (GREPL), a wholly owned subsidiary of the Company, was amalgamated with the Company in terms of the Scheme of Amalgamation (Scheme) approved by the National Company Law Tribunal, Mumbai Bench vide its order dated April 11, 2018. The appointed date of the Scheme was April 01, 2017.

8. ISSUE OF NON-CONVERTIBLE DEBENTURES:

During the year, the Company has issued unsecured, rated, listed, redeemable, non-convertible debentures (NCDs) of Rs.500 crore. The proceeds of the issue of NCDs were utilized towards refinancing of existing debt as per the objects of the issue stated in the Disclosure Document.

9. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 (the “Companies Act”) and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, is appended as Annexure II to this Report.

10. NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (four) times in the financial year ended March 31, 2018 on May 04, 2017, August 02, 2017, November 03, 2017 and February 02, 2018.

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on March 31, 2018.

Hi. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts tor financial year ended March 31, 2018 on a ‘going concern’ basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. They have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

12. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16(1)(b) of SEBI LODR Regulations.

13. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The policy of the Company on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure III to this Report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 2017-2018 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts - Note No 43 forming part of the Standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company at https:// www.aodreiDroDerties.com/investor/corDorateaovernance.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: -

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31,2018 and the date of this Report, other than those disclosed in this Report.

17. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure IV to this Report.

18. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of key executives and an independent director to identify and assess business risks and opportunities. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

19. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as Annexure V to this Report. The CSR Policy is available on the website of the Company at www.aodreiDroDerties.com/investors.

20. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

21. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board of Directors (Board), its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Executive Chairman and the Nomination and Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

- Board processes (including Board composition, strategic orientation and team dynamics);

- Individual committees;

- Individual Board members; and

- Chairman’s Feedback Report

The following reports were created, as part of the evaluation:

- Board Feedback Report

- Individual Board Member Feedback Report

- Chairman’s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members’ feedback was shared with the Executive Chairman. Following his evaluation, Executive Chairman’s Feedback Report was also compiled.

22. SUBSIDIARY COMPANIES:

A. Subsidiaries

During the financial year under review, the Company incorporated a wholly owned subsidiary in United States of America known as Godrej Properties Worldwide INC.

As at March 31, 2018, the Company had 16 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Buildcon Private Limited, Godrej Garden City Properties Private Limited, Godrej Projects Development Limited (formerly known as Godrej Projects Development Private Limited), Godrej Landmark Redevelopers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Godrej Home Developers Private Limited, Godrej Hillside Properties Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Highrises Properties Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Skyline Developers Private Limited, Godrej Residency Private Limited, Prakritiplaza Facilities Management Private Limited, Citystar Infraprojects Limited and Godrej Properties Worldwide INC.

During the financial year under review, GBTC I (Master) Pte. Ltd, an investee company of Godrej Fund Management, had entered into Share Subscription, Share Purchase and Shareholders’ Agreements with the Company in respect of Godrej Green Homes Limited (GGHL), pursuant to which the Company has sold 50% of the equity share capital of GGHL to GBTC I (Master) Pte. Ltd. Further, the Company had sold its entire stake in its wholly owned subsidiary, Godrej Investment Advisers Private Limited, to Anamudi Real Estates LLP. Accordingly, Godrej Investment Advisers Private Limited and its subsidiary Godrej Fund Management Pte Ltd has ceased to be subsidiaries of the Company.

The Company shall provide a copy of the financial statements of its subsidiary companies to the members of the Company on their request. The financial statements of its subsidiary companies will also be kept open for inspection by any members at the registered office of the Company during business hours and will also be available on the website of the Company.

As at March 31, 2018, Wonder Space Properties Private Limited, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited and Godrej Green Homes Limited are associate companies of the Company.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31,2018:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. MS Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. Godrej Land Developers LLP

13. Godrej Developers & Properties LLP

14. Godrej Highrises Realty LLP

15. Godrej Project Developers & Properties LLP

16. AR Land craft LLP

17. Godrej High view LLP

18. Prakhyat Dwellings LLP

19. Godrej Sky view LLP

20. Bavdhan Realty @ Pune 21 LLP

21. Godrej Green Properties LLP

22. Godrej Projects (Pune) LLP

23. Godrej Projects (Soma) LLP

24. Godrej Projects North Star LLP (formerly known as Godrej Century LLP)

25. Godrej Projects North LLP

(formerly known as Godrej Projects (Bluejay) LLP)

26. Sai Srushti Onehub Projects LLP

27. Godrej Athenmark LLP

28. Godrej Vestamark LLP

29. Godrej Irismark LLP

30. Godrej Avamark LLP

C. Material Non-Listed Indian Subsidiary:

As at March 31, 2018, Godrej Buildcon Private Limited, a wholly owned subsidiary of the Company was considered material non-listed Indian subsidiary under Regulation 24 of SEBI LODR Regulations and accordingly one Independent Director of the Company was on the Board of Godrej Buildcon Private Limited.

23. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements. The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is given as Annexure A in Consolidated Financials.

24. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

Sr. Particulars No.	(Rs. in crore)
1 Accepted during the year	-
2 Remained unpaid or unclaimed as at the end of the year	0.63
3 Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-
(i) at the beginning of the year	-
(ii) maximum during the year	-
(iii) at the end of the year	-
4 details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act	-

The Company has not accepted any deposits from its Directors.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. These are routinely tested and certified by Statutory as well as Internal Auditors. The audit observations on internal financial controls are periodically reported to the Audit Committee.

27. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Nadir Godrej (DIN: 00066195) will retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. Mr. S. Narayan (00094081) who was appointed as an Independent Director of the Company had stepped down from the Board of Directors of the Company with effect from closure of the business hours on August 2, 2017 owing to his other commitments. The Board placed on record its gratitude for the contribution made by Mr. Narayan during his tenure as Independent Director. The Board of Directors at its meeting held on February 02, 2018, re-appointed, subject to approval of the members of your Company, Mr. Pirojsha Godrej as the Executive Chairman and Mr. Mohit Malhotra as Managing Director & Chief Executive Officer of the Company with effect from April 1, 2018 for a period of 3 (three) years.

Mr. Pirojsha Godrej (DIN: 00432983) - Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director and Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Surender Varma - Company Secretary & Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report.

28. STATUTORY AUDITORS’ REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by BSR & Co. LLP, Statutory Auditors, in their report.

29. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2018-19 at a fee of Rs.1,05,000 (Rupees One Lakh five thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing Annual General Meeting pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

30. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed A K Jain & Co., Practising Company Secretary, to conduct the Secretarial Audit and his Report on Company’s Secretarial Audit is appended to this Report as Annexure VI.

There are no qualifications, reservations or adverse remarks or disclaimers made by A. K. Jain & Co., Company Secretary in practice, in their Secretarial Audit Report.

The Board further confirms that the Company has complied with all the provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

31. FRAUD REPORTING:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act and Rules framed thereunder either to the Company or to the Central Government.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

33. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the corporate governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

34. AUDIT COMMITTEE OF THE COMPANY:

Your Company’s Audit Committee comprises the following 6 (six) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Amit B. Choudhury, Mr. Pranay D. Vakil, Dr. Pritam Singh and Mr. Amitava Mukherjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

35. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VII to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

36. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 (“GPL ESGS”) is appended as Annexure VIII to this Report.

37. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2018 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

38. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31, 2018. The details of the award received are given at page no.8of this Report.

39. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company’s progress. The 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

Pirojsha Godrej

Place: Mumbai Executive Chairman

Date : May 04, 2018 (DIN: 00432983)

---

Mar 31, 2018

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Third Directors’ Report of your Company along with the financial statements for the financial year ended March 31, 2018.

1. OPERATING RESULT :

Certain key aspects of the Company’s performance (on a standalone basis) during the financial year ended March 31, 2018, as compared to the previous financial year are summarized below:

(Rs. in crore)

Particulars	Financial Year 2017 - 2018	Financial Year 2016 - 2017
Revenue from Operations	955.83	998.63
Other Income	493.61	222.40
Total Income	1,449.44	1,221.03
Profit before Tax	373.54	266.08
Profit after Tax	240.85	196.51
Other Comprehensive Income	(2.76)	(0.31)
Total Comprehensive Income	238.09	196.20

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.aodreiproperties.com/investor/corporateaovernance.

Keeping in view of the overall objective of improving Return on Capital Employed through various projects being added in Company’s portfolio, the Board believes that conserving and investing the Company’s capital in the many high return investment opportunities currently available instead of distributing it as a dividend will maximize shareholder value creation. The Board therefore felt that in the interest of the minority retail investors, the Company should utilize the internal accruals on its projects rather than paying dividend to shareholders. The Directors have therefore not recommended any dividend for the financial year ended March 31, 2018.

3. SHARE CAPITAL:

During the financial year ended March 31, 2018, the Company had issued and allotted 115,436 equity shares of’ 5/- each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 (GPL ESGS). Consequently, the issued, subscribed and paid-up equity share capital of the Company has increased to 216,480,128 equity shares of’ 5/- each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS.

4. OVERVIEW OF OPERATIONS:

For the financial year under review, GPL’s total income stood at Rs.2,397 crore on a consolidated basis, an increase of 38% compared to the previous year. EBITDA increased by 25% to Rs.503 crore and net profit increased by 14% to Rs.235 crore.

In a weak real estate market GPL delivered a very strong performance. GPL added 12 new projects with 23.5 million sq.ft. saleable area potential in aggregate located across Bengaluru, Pune, National Capital Region and Mumbai. The projects added are all of substantial size and are in line with the Company’s long term strategy of focusing on value accretive and risk efficient models. These new projects have further strengthened GPL’s project pipeline and will drive the Company performance in coming years.

From sales perspective we significantly outperformed the market. Though the real estate market slowdown continued leading to a decline in sales over the previous year, GPL’s sales grew by 152%, from Rs.2020 crore in FY17 to Rs.5083 crore in FY18, making us India’s largest publicly listed developer by value of real estate sales. We launched 10 new projects in FY18 across our 4 growth markets leading to over Rs.2200 crore in booking value. Most notable of these were The Suites in Greater Noida, Godrej 24 in Pune and Godrej Air in Bengaluru where over 1,300 units were sold within a month of launch generating over Rs.1000 crore in sales. These successful launches were further complimented by an equally strong performance in sustenance sales. The Company achieved sales of more than 6 million square feet in FY18 which was twice the area sold in the previous year and as a result significantly strengthened GPL’s market position helping it to become one of the Top 3 players in each of its four key growth markets.

On the operational front, we successfully delivered over 3 million sq.ft. across our projects. We have now delivered over 18 million sq. ft. of real estate in the last five years. Our delivery record demonstrates that we can operate at a large scale and keep pace with our accelerating sales.

GPL is committed to deliver on its vision of being amongst the nation’s top 3 real estate companies, and was recognized for the ‘Best Developer of the year 2017’ award by Construction Times Builders Award, ‘Developer of the Year - Residential’ award by Real Estate Company of the Year 2017 - APAC Insider and ‘Outstanding Contribution in Real Estate Sector’ award by 5^th National Conference Resident Welfare Associations (NCRWA) Exhibition - Mumbai. Sustainable development is an important part of our vision and we received several recognitions for our efforts on environment and safety such as ‘Leader in Sustainable Real Estate Developments’ award by 2017 Grohe Hurun Report and ‘Golden Peacock National Quality Award’ by Institute Of Directors (IOD). GPL received significant external recognition with a total of 47 awards being received inFY18.

The Company’s credit rating has been reaffirmed by ICRA at AA, with continued access to cheaper capital, showcasing confidence in the Company’s operations.

5. FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY:

Consumer demand for residential real estate continued to remain low in FY18. In addition, key reforms like Real Estate Regulation and Development Act (RERA) and Goods and Service Tax (GST) were implemented leading to a decline in number of new projects launched in FY18 potentially due to short-term uncertainty. The Company continue to believe that these reforms will lead to improved governance in the sector and bring about consolidation amongst real estate players. The Company remains positive about long term potential of the sector due to higher consumer confidence, favorable interest rates, rising disposable income and stagnant real estate prices. The Company believes that we are in a strong position to disproportionately benefit from expected shifts in the sector. With a strong brand, pan-India presence, demonstrated track record and excellent sales & marketing capabilities we are well poised for a high growth trajectory over next few years.

This Company will continue to add new projects on a Development Management Model on a fee basis as well as through joint development agreement with land owners working with our residential investment platform to enter projects which require significant upfront capital. The Company will continue to focus on 4 key markets - Mumbai, NCR, Bengaluru and Pune, while at the same time opportunistically evaluating other markets. When evaluating new projects we will continue to seek superior long-term growth in shareholder value by maximizing returns through optimal financing and fiscal discipline.

On the operational front, the Company shall continue to focus on business development activities to create a healthy project pipeline across our growth markets, quick project launch turnaround times to optimize return on capital, delivering exceptional customer service and experiences to promote loyalty and using technology for increased construction productivity and higher quality.

6. 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, 2018, 99.98 % of the equity shares of the Company were held in dematerialised form.

7. CORPORATE RESTRUCTURING:

(A). Scheme of Arrangement between Godrej Vikhroli Properties India Limited (‘GVPIL’) and Godrej Green Homes Limited (‘GGHL’) and Godrej Highrises Properties Private Limited (‘GHPPL’)

Godrej Vikhroli Properties India Limited was developing a mixed use project which consists of premium commercial office space (‘the Commercial Project’), residential towers (‘the Residential Project’), and a luxury hotel (‘the Hotel Project’).

Pursuant to the Scheme of Arrangement for demerger of the businesses of GVPIL, the Commercial Project and the Hotel Project has been segregated into separate companies such that it will result in focused approach to exploit the growth potential of each of the projects. Accordingly, the Commercial Project is transferred to Godrej Green Homes Limited and the Hotel Project has come under Godrej Highrises Properties Private Limited. The National Company Law Tribunal, Mumbai Bench (‘Tribunal’) has sanctioned the Scheme of Arrangement on November 10, 2017. The appointed date of the Scheme was March 31, 2017.

(B). Scheme of Amalgamation of Godrej Vikhroli Properties India Limited with Godrej Properties Limited (‘The Company’)

Godrej Vikhroli Properties India Limited (GVPIL), a wholly owned subsidiary of the Company, was amalgamated with the Company in terms of the Scheme of Amalgamation (Scheme) approved by the National Company Law Tribunal, Mumbai Bench vide its order dated December 07, 2017. Pursuant to the Scheme of Amalgamation, the Residential Project of GVPIL has come under the Company. The appointed date of the Scheme was April 01, 2017.

(C). Scheme of Amalgamation of Godrej Real Estate Private Limited with Godrej Properties Limited (‘The Company’):

Godrej Real Estate Private Limited (GREPL), a wholly owned subsidiary of the Company, was amalgamated with the Company in terms of the Scheme of Amalgamation (Scheme) approved by the National Company Law Tribunal, Mumbai Bench vide its order dated April 11, 2018. The appointed date of the Scheme was April 01, 2017.

8. ISSUE OF NON-CONVERTIBLE DEBENTURES:

During the year, the Company has issued unsecured, rated, listed, redeemable, non-convertible debentures (NCDs) of Rs.500 crore. The proceeds of the issue of NCDs were utilized towards refinancing of existing debt as per the objects of the issue stated in the Disclosure Document.

9. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 (the “Companies Act”) and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, is appended as Annexure II to this Report.

10. NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (four) times in the financial year ended March 31, 2018 on May 04, 2017, August 02, 2017, November 03, 2017 and February 02, 2018.

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on March 31, 2018.

Hi. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts tor financial year ended March 31, 2018 on a ‘going concern’ basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. They have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

12. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16(1)(b) of SEBI LODR Regulations.

13. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The policy of the Company on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure III to this Report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 2017-2018 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts - Note No 43 forming part of the Standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company at https:// www.aodreiDroDerties.com/investor/corDorateaovernance.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: -

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31,2018 and the date of this Report, other than those disclosed in this Report.

17. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure IV to this Report.

18. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of key executives and an independent director to identify and assess business risks and opportunities. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

19. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as Annexure V to this Report. The CSR Policy is available on the website of the Company at www.aodreiDroDerties.com/investors.

20. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

21. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board of Directors (Board), its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Executive Chairman and the Nomination and Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

- Board processes (including Board composition, strategic orientation and team dynamics);

- Individual committees;

- Individual Board members; and

- Chairman’s Feedback Report

The following reports were created, as part of the evaluation:

- Board Feedback Report

- Individual Board Member Feedback Report

- Chairman’s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members’ feedback was shared with the Executive Chairman. Following his evaluation, Executive Chairman’s Feedback Report was also compiled.

22. SUBSIDIARY COMPANIES:

A. Subsidiaries

During the financial year under review, the Company incorporated a wholly owned subsidiary in United States of America known as Godrej Properties Worldwide INC.

As at March 31, 2018, the Company had 16 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Buildcon Private Limited, Godrej Garden City Properties Private Limited, Godrej Projects Development Limited (formerly known as Godrej Projects Development Private Limited), Godrej Landmark Redevelopers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Godrej Home Developers Private Limited, Godrej Hillside Properties Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Highrises Properties Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Skyline Developers Private Limited, Godrej Residency Private Limited, Prakritiplaza Facilities Management Private Limited, Citystar Infraprojects Limited and Godrej Properties Worldwide INC.

During the financial year under review, GBTC I (Master) Pte. Ltd, an investee company of Godrej Fund Management, had entered into Share Subscription, Share Purchase and Shareholders’ Agreements with the Company in respect of Godrej Green Homes Limited (GGHL), pursuant to which the Company has sold 50% of the equity share capital of GGHL to GBTC I (Master) Pte. Ltd. Further, the Company had sold its entire stake in its wholly owned subsidiary, Godrej Investment Advisers Private Limited, to Anamudi Real Estates LLP. Accordingly, Godrej Investment Advisers Private Limited and its subsidiary Godrej Fund Management Pte Ltd has ceased to be subsidiaries of the Company.

The Company shall provide a copy of the financial statements of its subsidiary companies to the members of the Company on their request. The financial statements of its subsidiary companies will also be kept open for inspection by any members at the registered office of the Company during business hours and will also be available on the website of the Company.

As at March 31, 2018, Wonder Space Properties Private Limited, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited and Godrej Green Homes Limited are associate companies of the Company.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31,2018:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. MS Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. Godrej Land Developers LLP

13. Godrej Developers & Properties LLP

14. Godrej Highrises Realty LLP

15. Godrej Project Developers & Properties LLP

16. AR Land craft LLP

17. Godrej High view LLP

18. Prakhyat Dwellings LLP

19. Godrej Sky view LLP

20. Bavdhan Realty @ Pune 21 LLP

21. Godrej Green Properties LLP

22. Godrej Projects (Pune) LLP

23. Godrej Projects (Soma) LLP

24. Godrej Projects North Star LLP (formerly known as Godrej Century LLP)

25. Godrej Projects North LLP

(formerly known as Godrej Projects (Bluejay) LLP)

26. Sai Srushti Onehub Projects LLP

27. Godrej Athenmark LLP

28. Godrej Vestamark LLP

29. Godrej Irismark LLP

30. Godrej Avamark LLP

C. Material Non-Listed Indian Subsidiary:

As at March 31, 2018, Godrej Buildcon Private Limited, a wholly owned subsidiary of the Company was considered material non-listed Indian subsidiary under Regulation 24 of SEBI LODR Regulations and accordingly one Independent Director of the Company was on the Board of Godrej Buildcon Private Limited.

23. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements. The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is given as Annexure A in Consolidated Financials.

24. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

Sr. Particulars No.	(Rs. in crore)
1 Accepted during the year	-
2 Remained unpaid or unclaimed as at the end of the year	0.63
3 Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-
(i) at the beginning of the year	-
(ii) maximum during the year	-
(iii) at the end of the year	-
4 details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act	-

The Company has not accepted any deposits from its Directors.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. These are routinely tested and certified by Statutory as well as Internal Auditors. The audit observations on internal financial controls are periodically reported to the Audit Committee.

27. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Nadir Godrej (DIN: 00066195) will retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. Mr. S. Narayan (00094081) who was appointed as an Independent Director of the Company had stepped down from the Board of Directors of the Company with effect from closure of the business hours on August 2, 2017 owing to his other commitments. The Board placed on record its gratitude for the contribution made by Mr. Narayan during his tenure as Independent Director. The Board of Directors at its meeting held on February 02, 2018, re-appointed, subject to approval of the members of your Company, Mr. Pirojsha Godrej as the Executive Chairman and Mr. Mohit Malhotra as Managing Director & Chief Executive Officer of the Company with effect from April 1, 2018 for a period of 3 (three) years.

Mr. Pirojsha Godrej (DIN: 00432983) - Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director and Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Surender Varma - Company Secretary & Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report.

28. STATUTORY AUDITORS’ REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by BSR & Co. LLP, Statutory Auditors, in their report.

29. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2018-19 at a fee of Rs.1,05,000 (Rupees One Lakh five thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing Annual General Meeting pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

30. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed A K Jain & Co., Practising Company Secretary, to conduct the Secretarial Audit and his Report on Company’s Secretarial Audit is appended to this Report as Annexure VI.

There are no qualifications, reservations or adverse remarks or disclaimers made by A. K. Jain & Co., Company Secretary in practice, in their Secretarial Audit Report.

The Board further confirms that the Company has complied with all the provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

31. FRAUD REPORTING:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act and Rules framed thereunder either to the Company or to the Central Government.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

33. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the corporate governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

34. AUDIT COMMITTEE OF THE COMPANY:

Your Company’s Audit Committee comprises the following 6 (six) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Amit B. Choudhury, Mr. Pranay D. Vakil, Dr. Pritam Singh and Mr. Amitava Mukherjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

35. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VII to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

36. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 (“GPL ESGS”) is appended as Annexure VIII to this Report.

37. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2018 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

38. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31, 2018. The details of the award received are given at page no.8of this Report.

39. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company’s progress. The 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

Pirojsha Godrej

Place: Mumbai Executive Chairman

Date : May 04, 2018 (DIN: 00432983)

---

Mar 31, 2018

TO THE MEMBERS:

The Directors have pleasure in presenting the Directors’ Report along with the Audited Financial Statements for the Financial Year (F.Y.) 2017-18.

1. FINANCIAL SUMMARY:

Your Company’s Standalone and Consolidated performance during the Financial Year 2017-18 as compared with that of the previous Financial Year 2016-17 is summarized below:

Rs. in Lakh

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Total Income	371,935.39	367,024.03	5,23,772.60	4,98,540.14
Profit Before Exceptional Items & Taxation	28,132.50	26,066.93	35,969.28	35,456.27
Add: Exceptional Items	-	2,000.00	1,205.00	2,000.00
Profit Before Taxation (PBT)	28,132.50	28,066.93	37,174.28	37,456.27
Less : Provision for Taxation	9,045.92	7,269.98	12,070.48	10,164.51
Profit After Taxation (PAT)	19,086.58	20,796.95	25,103.80	27,291.76

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY, ITS SUBSIDIARIES, JOINT VENTURES & OTHER ASSOCIATES:

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year (F.Y.) 2017-18.

Businesses of the Company:

Animal Feed:

The Animal Feed business has shown a volume growth of 7.4% during the Financial Year 2017-18 driven by strong growth in the cattle feed and layer feed segments. Your Company was also successful in arresting the volume decline seen in past few years in the broiler feed segment, despite intense competition. However, the volumes in the shrimp feed and fish feed segments saw a decline compared to previous year. The sales of the Animal Feed vertical were flat at Rs.2,57,597.69 Lakh in Financial Year 2017-18 against Rs.2,62,082.16 Lakh in the previous year. But, decline in the commodity prices during the year impacted profitability of the segment. The Company continues to remain committed to invest in Research & Development in the animal feed space to create differentiated offering to our customers over competition.

Crop Protection:

In the current financial year, Crop Protection business (excluding Astec LifeSciences Limited) has registered a growth of 13.2% in the overall sales. The business was able to witness strong momentum as the company introduced new products which helped in increasing penetration both in the strategic crops and in the new geographies. Co-marketing initiatives and increase in market share in the herbicides segment significantly contributed to the growth. The Company will continue to focus on creating more demand for its product at farmer level by taking steps to continuously engage with them.

Vegetable Oil:

In the crude palm oil business, volumes growth remained robust for both Crude Palm Oil and Palm Kernel Oil. The sales of the business grew to Rs.58,541.78 Lakh in the Financial Year 2017-18, a growth of 15.5%. Your Company is also expected to start production in the new plant which is scheduled to be commissioned this year. Latest technology has been deployed in this plant which will lead to higher operational efficiencies.

Review of Operations / State of Affairs of Subsidiaries, Joint Ventures & Other Associates:

Your Company has interests in several businesses including dairy products, poultry, value added vegetarian and non vegetarian products, cattle breeding and dairy farming, through its Subsidiaries, Joint Ventures and other Associates.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of our Subsidiaries, Associates and Joint Ventures in the Form AOC-1 is annexed and forms part of the Financial Statement. The statement provides the details of performance and financial position of each of the Subsidiaries, Associates and Joint Ventures. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements, audited accounts of all the subsidiaries and other documents attached thereto are available on our website: www.godrejagrovet.com.

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company:

A. Review of Operations / State of Affairs of the Subsidiaries of the Company:

1. Godvet Agrochem Limited:

Godvet Agrochem Limited is a wholly-owned subsidiary of your Company. During the Financial Year 2017-18, Godvet Agrochem recorded a Profit before Tax of Rs.62.74 Lakh as compared to Profit before Tax of Rs.36.09 Lakh recorded in the Financial Year 2016-17.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 24 countries. In financial year 2017-18, Astec’s performance remains robust as it posted revenues from operations of Rs.37,084.52 Lakh, a growth of 18.3% over the previous financial year sales. Profit before exceptional items and tax also increased to Rs.5,155.95 Lakh during financial year 2017-18 compared to Rs.3,934.51 Lakh during the financial year 2016-17. Strong performance across business segments- enterprise and bulk sales and contract manufacturing, contributed to growth.

Subsidiaries of Astec LifeSciences Limited:

Astec LifeSciences Limited had the following 3 (three) subsidiaries during the Financial Year (F.Y.) 2017-18:-

(i) Behram Chemicals Private Limited:

During the Financial Year 2017-18, Behram Chemicals Private Limited reported a Profit Before Tax of Rs.6.53 Lakh compared to Profit Before Tax of Rs.9.33 Lakh reported during the last year.

(ii) Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia):

For the period ended March 31, 2018, Comercializadora Agricola Agroastrachem Cia Ltda reported Loss Before Tax of Rs.1.42 Lakh, as compared to Loss Before Tax of Rs.5.75 Lakh reported during the corresponding period last year.

(iii) Astec Europe Sprl (Belgium, Europe):

During the period ended March 31, 2018, Astec Europe Sprl reported Loss Before Tax of Rs.1.75 Lakh, as compared to Profit Before Tax of Rs.8.02 Lakh reported during the corresponding period last year.

3. Creamline Dairy Products Limited (Creamline) & Its Subsidiary:

The Company’s focus remained on increasing the market share in the four southern states in which Creamline operates. Further, Creamline also increased the share of value added products in the portfolio. During the Financial Year 2017-18, Creamline recorded sales of Rs.1,15,765.54 Lakh, registering a growth of around 14.6% over the previous Financial Year.

Subsidiary of Creamline Dairy Products Limited:

(i) Nagavalli Milkline Private Limited: Nagavalli Milkline Private Limited has been a subsidiary of Creamline during the Financial Year 2017-18. The Company is principally engaged in milk procurement, processing of milk and manufacturing of milk products.

B. Review of Operations / State of Affairs of Joint Ventures (JVs):

(i) Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited recorded sales of Rs.43,197.77 Lakh during the Financial Year 2017-18 as compared to sales of Rs.44,586.94 Lakh recorded during the Financial Year 2016-17. The joint venture continues to focus on building the current brands namely ‘Real Good Chicken’ and ‘Yummiez’.

(ii) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited posted sales of Rs.67,534.93 Lakh during Financial Year 2017-18, registering a year-on-year growth of 11.8%. The joint venture continues to remain among top four players in all the feed categories it operates in Bangladesh.

(iii) Omnivore India Capital Trust:

The Company has investment in the units of Omnivore India Capital Trust, a venture capital organization that invests in Indian startups developing breakthrough technologies for food and agriculture. This investment is considered as a joint venture as the Company participates in the key activities jointly with the Investment Manager.

C. Review of Operations / State of Affairs of Other Associates of the Company:

(i) Godrej Maxximilk Private Limited:

Godrej Agrovet Limited (GAVL) has 49.9% stake in the associate and GAVL has planned to foray into Dairy cattle breeding under this entity.

(ii) Al Rahba International Trading Limited Liability Company, United Arab Emirates (UAE):

GAVL currently has a 24.0% stake in the associate (with a 33.33% share in profits), however, during the year, the management has decided to divest its stake in Al Rahba International Trading Limited Liability Company. Consequently, the same has been reclassified as a current investment in the current Financial Year.

3. FINANCE:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates. During the Financial Year under review, the credit rating granted by ICRA Limited to your Company has been reaffirmed at “[ICRA]AA” with respect to Long Term Fund Based Bank facilities and “[ICRA]A1 ” with respect to Short Term Fund Based facilities (including for Commercial Paper).

4. INFORMATION SYSTEMS:

During the Financial Year under review, the Company has successfully implemented the GST Project and automated the GST returns filing process within the Company as well as its subsidiaries (viz., Astec LifeSciences Limited and Creamline Dairy Products Limited) and its Joint Venture Company (viz., Godrej Tyson Foods Limited). The Core ERP Infrastructure for Creamline Dairy Products Limited was further strengthened to ensure business continuity.

The Company has rolled out a Mobile Based Application to capture market intelligence to improve decision making based on data. It has also introduced e-Procurement solution to bring in improved efficiency and transparency in the buying process.

5. MANUFACTURING FACILITIES:

Your Company has several manufacturing facilities across the country, including but not limited to, the following:-

Animal Feed : Ikolaha (Punjab), Miraj (Maharashtra), Dhule (Maharashtra), Sachin (Gujarat), Kharagpur (West Bengal), Khurda (Orissa), Hanuman Junction (Andhra Pradesh), Kondapalli (Andhra Pradesh), Tumkur (Karnataka), Hajipur (Bihar), Erode (Tamil Nadu), Chandauli (Uttar Pradesh)

Crop Protection : Jammu (Jammu & Kashmir), Lote Parshuram (Maharashtra)

Oil Palm : Pothepally (Andhra Pradesh), Chintampalli (Andhra Pradesh), Ariyalur (Tamil Nadu), Valpoi (Goa), Kolasib (Mizoram)

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees.

Your Company constantly makes concerted efforts towards creating learning and development opportunities on a non-discriminatory basis, that continually enhance the employee value in line with the organizational objectives. Also, the safety and health of employees is utmost important to your Company and your Company is committed to building and maintaining a safe and healthy workplace. There are several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees.

7. MATERIAL CHANGES AND COMMITMENTS SINCE THE FINANCIAL YEAR END:

There have been no material changes and commitments affecting the financial position of your Company which have occurred between March 31, 2018 and the date of this Directors’ Report.

8. DIVIDEND:

The Board of Directors of your Company recommend a Final Dividend for the Financial Year 2017-18 at the rate of 45% (Forty Five per cent) i.e. ? 4.50 (Rupees Four Paise Fifty Only) per Equity Share of Face Value of ? 10/- (Rupees Ten Only) each, subject to approval of the Members at the ensuing, 27^th (Twenty Seventh) Annual General Meeting.

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Tuesday, July 24, 2018 and in respect of shares held in dematerialised form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

9. SHARE CAPITAL:

The Company’s Equity Share Capital position as at the beginning of the Financial Year 2017-18 (i.e., as on April 1, 2017) and as at the end of the said Financial Year (i.e., as on March 31, 2018) is as follows:-

Category of Share Capital	Authorized Share Capital			Issued, Subscribed & Paid-up Share Capital
	No. of Shares	Face Value per Share (Rs.)	Total Amount (Rs.)	No. of Shares	Face Value per Share (Rs.)	Total Amount (Rs.)
As on April 1, 2017:
Equity	22,49,94,000	10	2,24,99,40,000	18,51,30,876	10	1,85,13,08,760
Preference	6,000	10	60,000	6,000	10	60,000
TOTAL	22,50,00,000		2,25,00,00,000	18,51,36,876		1,85,13,68,760
As on March 31, 2018:
Equity	22,49,94,000	10	2,24,99,40,000	19,20,28,739	10	1,92,02,87,390
Preference	6,000	10	60,000	-	-	-
TOTAL	22,50,00,000		2,25,00,00,000	19,20,28,739		1,92,02,87,390

During the Financial Year 2017-18, the Company has redeemed its Preference Share Capital.

Also, during the Financial Year under review, the Company has made the following issues of its Equity Shares:-

Particulars	Issue of Equity Shares on Private Placement basis	Issue of Equity Shares under Employee Share Purchase Scheme (ESPS)	Issue of Equity Shares in Initial Public Offer (IPO)
Date of Approval of the Board of Directors	July 18, 2017 & September 8, 2017	July 18, 2017 & September 11, 2017	May 12, 2017
Date of Approval of the Shareholders	September 8, 2017 (Extra-ordinary General Meeting)	July 18, 2017 (Extra-ordinary General Meeting)	July 18, 2017 (Extra-ordinary General Meeting)
Date of Allotment of Shares	September 14, 2017	October 12, 2017	October 12, 2017
No. of Equity Shares allotted	1,92,901 (One Lakh Ninety Two Thousand Nine Hundred One)	3,67,737 (Three Lakh Sixty Seven Thousand Seven Hundred Thirty Seven)	63,37,225 (Sixty Three Lakh Thirty Seven Thousand Two Hundred Twenty Five)
Face Value per Equity Shares	Rs.10/- (Rupees Ten Only)	Rs.10/- (Rupees Ten Only)	Rs.10/- (Rupees Ten Only)
Issue Price per Equity Share (including Premium)	Rs.440/- (Rupees Four Hundred Forty Only)	Rs.460/- (Rupees Four Hundred Sixty Only)	Rs.460/- (Rupees Four Hundred Sixty Only)
Particulars of the Allottees	Identified employees of Group companies and Joint Venture companies	Eligible employees of the Company, its Holding Company and Subsidiary Companies	Allotment through Initial Public Offer (IPO)
Other Terms of Issue of the Equity Shares	Equity Shares allotted rank pari passu with the existing Equity Shares.	Equity Shares allotted rank pari passu with the existing Equity Shares.	Equity Shares allotted rank pari passu with the existing Equity Shares.

By virtue of the Initial Public Offer (IPO), the Company has listed its Equity Shares on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) during the Financial Year 2017-18.

The Company, during the Financial Year 2017-18, has not:

a) issued any Equity Shares with differential rights;

b) issued any Sweat Equity Shares;

c) bought back any Equity Shares.

10. EMPLOYEES SHARE PURCHASE SCHEME:

During the Financial Year 2017-18, the Company implemented an Employees Share Purchase Scheme (ESPS), pursuant to the approval granted by the Board of Directors at its Meetings held on July 18, 2017 and September 11, 2017 and by the Shareholders at their Extra-ordinary General Meeting held on July 18, 2017.

Pursuant to the ESPS, eligible employees of the Company, its Holding Company and Subsidiary Companies were allotted 3,67,737 (Three Lakh Sixty Seven Thousand Seven Hundred Thirty Seven) Equity Shares of Face Value of Rs.10/- (Rupees Ten Only) each at a consideration of Rs.460/- (Rupees Four Hundred Sixty Only) per Equity share.

11. DEPOSITS:

The details of deposits covered under Chapter V of the Companies Act, 2013, i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2017-18 are as follows:-

(i)	Deposits accepted during the year:	Nil
(ii)	Deposits remained unpaid or unclaimed during the year:	Nil
(iii)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved:
	a. At the beginning of the year:	Nil
	b. Maximum during the year:	Nil
	c. At the end of the year:	Nil
(iv)	Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013:	Nil

12. HOLDING COMPANIES:

Your Company continues to be a subsidiary of Godrej Industries Limited (GIL) as defined under Section 2(87) of the Companies Act, 2013 as on March 31, 2018.

GIL is a subsidiary of Vora Soaps Limited (VSL), the Ultimate Holding Company of your Company.

13. SUBSIDIARY COMPANIES:

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2017-18:

1. Godvet Agrochem Limited:

(A wholly-owned subsidiary of your Company throughout the Financial Year 2017-18)

2. Astec LifeSciences Limited:

(A subsidiary of your Company throughout the Financial Year 2017-18, in which your Company holds 57.45% of the Equity Share Capital as on March 31, 2018)

3. Behram Chemicals Private Limited:

(A 65.63% subsidiary of Astec LifeSciences Limited throughout the Financial Year 2017-18)

4. Comercializadora Agricola Agroastrachem Cia Ltda (Bogota Columbia):

(A wholly-owned subsidiary of Astec LifeSciences Limited throughout the Financial Year 2017-18)

5. Astec Europe Sprl (Belgium, Europe):

(A 50.10% subsidiary of Astec LifeSciences Limited throughout the Financial Year 2017-18)

6. Creamline Dairy Products Limited:

(A 51.91% subsidiary of your Company throughout the Financial Year 2017-18)

7. Nagavalli Milkline Private Limited:

(A 99.99% subsidiary of Creamline Dairy Products Limited throughout the Financial Year 2017-18)

14. ASSOCIATE COMPANIES:

Godrej Tyson Foods Limited (GTFL) is an Associate Company [within the meaning of Section 2(6) of the Companies Act, 2013] of your Company. GTFL is a Joint Venture (JV) between Godrej Agrovet Limited (which held 49% equity as on March 31, 2018) and Tyson India Holdings Limited (TIHL) (a company belonging to the Tyson Group, USA) (which held 51% equity stake as on March 31, 2018). The shareholding of your Company in GTFL increased to 49.90% on and from May 10, 2018.

Your Company also holds 50% equity in ACI Godrej Agrovet Private Limited (ACI GAVPL) (a body corporate incorporated in and under the laws of Bangladesh), while the remaining 50% stake in ACI GAVPL is held by Advanced Chemical Industries (ACI) Limited, Bangladesh, pursuant to a JV arrangement.

Your Company has 33.33% profit share and 24% shareholding in Al Rahba International Trading LLC, Abu Dhabi, United Arab Emirates (UAE).

Your Company has acquired 49% equity stake in Godrej Maxximilk Private Limited (formerly known as “Maxximilk Private Limited”), a Company which is engaged in the business of producing high yielding heifers and embryos for Indian Market and whose operations are based out of Nashik (Maharashtra).

15. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT-9 pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014 and forming part of the Directors’ Report is annexed hereto as “ANNEXURE ‘A’”.

16. DIRECTORS:

The Board of Directors of your Company presently comprises of the following Directors:

1. Mr. N. B. Godrej (Chairman)

2. Mr. A. B. Godrej (Director)

3. Mr. J. N. Godrej (Director)

4. Mr. V. M. Crishna (Director)

5. Ms. Tanya A. Dubash (Director)

6. Ms. Nisaba Godrej (Director)

7. Mr. B. S. Yadav (Managing Director)

8. Mr. K. N. Petigara (Independent Director)

9. Dr. S. L. Anaokar (Independent Director)

10. Mr. Amit B. Choudhury (Independent Director)

11. Dr. Raghunath A. Mashelkar (Independent Director)

12. Dr. Ritu Anand (Independent Director)

13. Ms. Aditi Kothari Desai (Independent Director)

14. Ms. Roopa Purushothaman (Independent Director)

At the Twenty Sixth Annual General Meeting (AGM) of the Company held on August 4, 2017, Mr. J. N. Godrej (Director) and Mr. V. M. Crishna (Director), who then retired by rotation, being eligible, were re-appointed as “Directors” of the Company.

Mr. Rohit Sipahimalani resigned from the directorship of the Company w.e.f. July 13, 2017.

Mr. B. S. Yadav has been re-appointed as the “Managing Director” of the Company for a further term of 5 (five) years w.e.f. September 1, 2017, i.e., upto August 31, 2022.

Dr. Raghunath A. Mashelkar, Dr. Ritu Anand, Ms. Aditi Kothari Desai and Ms. Roopa Purushothaman have been appointed as “Independent Directors” of the Company for a term of 5 (five) years w.e.f. July 18, 2017, i.e., upto July 17, 2022.

Mr. N. B. Godrej (Chairman) and Ms. Tanya A. Dubash (Director) retire by rotation at the ensuing Twenty Seventh Annual General Meeting (AGM) of the Company in accordance with Section 152 of Companies Act, 2013 and being eligible offer themselves for re-appointment.

17. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2017-18:

1. Mr. B. S. Yadav, Managing Director

2. Mr. S. Varadaraj, Head - Finance, Systems & Legal (Chief Financial Officer)

3. Mr. Vivek P. Raizada, Head - Legal & Company Secretary & Compliance Officer

Mr. Vivek Raizada has been appointed as the “Compliance Officer” of the Company, pursuant to Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year under review.

18. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

The Nomination and Remuneration Policy of the Company is annexed hereto as “ANNEXURE ‘B’”.

The criteria for determining qualification, positive attributes and independence of Directors is given in “ANNEXURE ‘C’” to this Directors’ Report.

19. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all the 7 (seven) Independent Directors of the Company.

The certificates of independence received from all the Independent Directors have been duly noted by the Board.

20. MEETINGS OF THE BOARD OF DIRECTORS:

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance to order to help them plan their schedule. However, in case of special and urgent business needs, approval is taken either by convening meetings at a shorter notice with consent of all the Directors or by passing resolutions through circulation.

There were 8 (eight) Meetings of the Board of Directors held during the Financial Year (F.Y.) 2017-18 (i.e., May 12, 2017, July 18, 2017 (two meetings), August 4, 2017, September 11, 2017, September 22, 2017, November 3, 2017 and February 7, 2018). The maximum gap between two Board Meetings did not exceed 120 (one hundred twenty) days.

21. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors.

The Audit Committee as on April 1, 2017 consisted of the following Members:-

1. Mr. K. N. Petigara (Chairman - Non-Executive, Independent Director)

2. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

3. Dr. S. L. Anaokar (Member - Non-Executive, Independent Director)

4. Mr. Amit B. Choudhury (Member - Non-Executive, Independent Director)

5. Mr. Rohit Sipahimalani (Member - Non-Executive, Non-Independent Director)

The Audit Committee has been re-constituted on July 18, 2017, comprising of the following Members (as on March 31, 2018):-

1. Mr. K. N. Petigara (Chairman - Non-Executive, Independent Director)

2. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

3. Dr. Ritu Anand (Member - Non-Executive, Independent Director)

4. Ms. Aditi Kothari Desai (Member - Non-Executive, Independent Director)

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board.

There were 6 (six) Meetings of the Audit Committee held during the Financial Year (F.Y.) 2017-18 (i.e., May 12, 2017, July 18, 2017, August 4, 2017, September 11, 2017, November 3, 2017 and February 7, 2018).

22. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors.

The Nomination and Remuneration Committee as on April 1, 2017 consisted of the following Members:-

1. Mr. K. N. Petigara (Chairman - Non-Executive, Independent Director)

2. Mr. Amit B. Choudhury (Member - Non-Executive, Independent Director)

3. Dr. S. L. Anaokar (Member - Non-Executive, Independent Director)

The Nomination and Remuneration Committee has been reconstituted on July 18, 2017, comprising of the following Members (as on March 31, 2018):-

1. Dr. Ritu Anand (Chairperson - Non-Executive, Independent Director)

2. Ms. Nisaba Godrej (Member - Non-Executive, Non-Independent Director)

3. Ms. Roopa Purushothaman (Member - Non-Executive, Independent Director)

There were two Meetings of the Nomination and Remuneration Committee during the Financial Year 2017-18 (i.e., on May 12, 2017 and July 18, 2017).

23. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders’ Relationship Committee of the Board of Directors on July 18, 2017, comprising of the following Members:-

1. Mr. N. B. Godrej (Chairman - Non-Executive, Non-Independent Director)

2. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

3. Mr. A. B. Choudhury (Member - Non-Executive, Independent Director)

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE & CSR POLICY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors.

The CSR Committee as on April 1, 2017 consisted of the following Members:-

1. Mr. N. B. Godrej (Chairman - Non-Executive, Non-Independent Director)

2. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

3. Dr. S. L. Anaokar (Member - Non-Executive, Independent Director)

The CSR Committee has been re-constituted on July 18, 2017, comprising of the following Members (as on March 31, 2018):-

1. Dr. Raghunath A. Mashelkar (Chairman - Non-Executive, Independent Director)

2. Mr. N. B. Godrej (Member - Non-Executive, Non-Independent Director)

3. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

4. Ms. Roopa Purushothaman (Member - Non-Executive, Independent Director)

There were two Meetings of the CSR Committee during the Financial Year 2017-18 (i.e., on May 12, 2017 and February 7, 2018).

25. RISK MANAGEMENT COMMITTEE & RISK MANAGEMENT POLICY:

Pursuant to the provisions of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors on July 18, 2017, comprising of the following Members:-

1. Mr. N. B. Godrej (Chairman - Non-Executive, Non-Independent Director)

2. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

3. Mr. A. B. Choudhury (Member - Non-Executive, Independent Director)

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report.

The Company has developed and implemented a risk management policy and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of the Company.

Your Company continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as production, insurance, legal and other issues like health, safety and environment.

Your Company endeavours to become aware of different kinds of business risks and bring together elements of best practices for risk management in relation to existing and emerging risks. Rather than eliminating these risks, the decision-making process at your Company considers it appropriate to take fair and reasonable risk which also enables the Company to effectively leverage market opportunities.

The Board determines the fair and reasonable extent of principal risks that your Company is willing to take to achieve its strategic objectives. With the support of the Audit Committee, it carries out a review of the effectiveness of your Company’s risk management process covering all material risks.

Your Company has substantial operations spread all over the country and its competitive position is influenced by the economic, regulatory and political situations and actions of the competitors.

26. MANAGING COMMITTEE:

Your Company has constituted the Managing Committee of the Board of Directors consisting of the following Directors, pursuant to Article 144 of the Articles of Association of the Company:-

1. Mr. N. B. Godrej (Chairman - Non-Executive, Non-Independent Director)

2. Mr. A. B. Godrej (Member - Non-Executive, Non-Independent Director)

3. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

4. Ms. Nisaba Godrej (Member - Non-Executive, Non-Independent Director)

5. Dr. S. L. Anaokar (Member - Non-Executive, Independent Director)

The Managing Committee met 8 (eight) times during the year (i.e., on April 20, 2017, May 30, 2017, July 18, 2017, August 28, 2017, November 3, 2017, November 15, 2017, February 8, 2018 and March 19, 2018).

27. INITIAL PUBLIC OFFER (IPO) COMMITTEE:

In order to facilitate compliance with the statutory and regulatory requirements in connection with the Initial Public Offer (IPO) made by the Company during the year under review in a timely manner, your Board of Directors has constituted IPO Committee of the Board of Directors on July 18, 2017, consisting of the following members:-

1. Mr. N. B. Godrej (Chairman - Non-Executive, Non-Independent Director)

2. Mr. A. B. Godrej (Member - Non-Executive, Non-Independent Director)

3. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

The IPO Committee met 5 (five) times during the year (i.e., on September 14, 2017, September 25, 2017, October 3, 2017, October 7, 2017 and October 12, 2017).

28. PERFORMANCE EVALUATION:

The Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Board as a whole, Chairman and Non-Independent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared after taking into consideration various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The confidential online questionnaire was responded to by the Directors and vital feedback was received from them on how the Board currently operates and how it can enhance its effectiveness.

The Board of Directors has expressed its satisfaction with the evaluation process.

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE:

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation.

The Board of Directors of your Company has constituted Internal Complaints Committees (ICCs) at Head Office as well as regional levels pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 and the Rules framed thereunder.

The ICC at the Head Office level consists of the following Members as on March 31, 2018:

1. Ms. Sanjivani Sadani (Chairperson)

2. Mr. S. Varadaraj (Member)

3. Mr. Salil Chinchore (Member)

4. Ms. Megha Goel (Member)

5. Ms. Sharmila Khair (External Member)

The Company has formulated and circulated to all the employees, a policy on prevention of sexual harassment at workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment.

There were no complaints of sexual harassment received by the ICC during the Financial Year 2017-18.

30. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2017-18, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments by the Company under the aforesaid provisions during the Financial Year (F.Y.) 2017-18 have been provided in the Notes to the Standalone Financial Statement.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All Related Party Transactions entered into by your Company during the Financial Year 2017-18 were on arm’s length basis and in the ordinary course of business. There are no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Requisite prior approval of the Audit Committee of the Board of Directors was obtained for Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Attention of Shareholders is also drawn to the disclosure of transactions with related parties set out in Note No. 63 of the Standalone Financial Statements, forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

33. FRAUD REPORTING:

There have been no instances of frauds reported by the auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

34. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS:

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company commensurate with the size, scale and complexity of business operations of the Company.

Further, the internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors and were operating effectively.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The Company’s Corporate Audit & Assurance Department which is ISO 9001: 2008 certified, issues well documented operating procedures and authorities, with adequate built-in controls at the beginning of any activity and during the continuation of the process, if there is a major change.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Audit Committee of the Board of Directors met 6 (six) times during the Financial Year (F.Y.) 2017-18 (i.e., May 12, 2017, July 18, 2017, August 4, 2017, September 11, 2017, November 3, 2017 and February 7, 2018). The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. The Board of Directors note the observations and accept the recommendations of the Audit Committee.

35. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that:-

a) in the preparation of the annual accounts for the Financial Year (F.Y.) 2017-18, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 (i.e., March 31, 2018) and of the profit and loss of the Company for that period (i.e., the Financial Year 2017-18);

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis; and

e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. CORPORATE GOVERNANCE:

As required by the existing Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), a detailed report on Corporate Governance is included in the Annual Report.

M/s. BNP & Associates, Company Secretaries have certified the Company’s compliance of the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

37. STATUTORY AUDITORS:

M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) have been appointed as the Statutory Auditors of the Company at the 26^th (Twenty Sixth) Annual General Meeting (AGM) of the Shareholders held on August 4, 2017, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit And Auditors) Rules, 2014, for a term of 5 (five) years, to hold office from the conclusion of the 26^th (Twenty Sixth) AGM, till the conclusion of the 31^st (Thirty First) AGM.

M/s. B S R & Co. LLP have conveyed / confirmed their independence and eligibility to continue as the Statutory Auditors of the Company.

38. COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) have been appointed by the Board of Directors as the Cost Auditors of the Company for all the applicable products pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, for the Financial Year (F.Y.) 2018-19. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

39. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400) as the Secretarial Auditors of the Company for the conduct of Secretarial Audit for the Financial Year 2017-18, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by the Secretarial Auditor is annexed as “ANNEXURE ‘D’” to this Board’s Report.

40. RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their report on Financial Statements for the Financial Year (F.Y.) 2017-18 except that the managerial remuneration paid to Mr. B. S. Yadav, Managing Director for the Financial Year (F.Y.) 2016-17 is in excess of the limits specified under Section 197 of the Companies Act, 2013. The Company has already applied to the Central Government for waiver of recovery of excess managerial remuneration and the application is pending.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year (F.Y.) 2017-18.

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report is given in the “ANNEXURE ‘E’” to this Directors’ Report.

42. POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on the Company’s website, www.godrejagrovet.com.

The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws are as follows:

Sr. No.		Name of the Policy	Brief Particulars of the Policy
1.		Risk Management Policy	The Company has in place, a Risk Management Policy which is framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.
2.		Corporate Social Responsibility Policy	The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the Board and the Board has approved a Corporate Social Responsibility Policy (CSR Policy), which outlines the Company’s strategy to bring about a positive impact on society through various CSR activities and programmes.
3.		Policy for determining Material Subsidiaries	This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c) and Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Currently, Creamline Dairy Products Limited is a material unlisted subsidiary of your Company.
4.		Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
5.		Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
6.		Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
7.		Whistle Blower Policy / Vigil Mechanism	Your Company has a Vigil Mechanism / Whistle Blower Policy which provides adequate safeguards against victimization of persons who use Whistle Blower mechanism and make provision for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
8.	Human Rights Policy			Your Company has in place, a Human Rights Policy which demonstrates the Company’s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.
9.	Policy on Prevention of Sexual Harassment at Workplace			Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
10.	Policy on Related Party Transactions			This Policy regulates all transactions between the Company and its Related Parties.
11.	Code of Conduct for the Board of Directors and Senior Management Personnel			Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed.
12.	Code of Conduct for Insider Trading			This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
13.	Policy on Criteria for determining Materiality of Events			This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.
14.	Policy for Maintenance and Preservation of Documents			The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
15.	Archival Policy			This Policy is framed pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015. As per this Policy, your Company is required to disclose on its website, all such events or information which have been disclosed to the Stock Exchanges where the securities of the Company are listed. Further, such disclosures shall be hosted on the website of the Company for a minimum period of 5 (five) years and thereafter as per Archival Policy of the Company.

43. SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017. Your Company is in compliance with the revised Secretarial Standards.

44. CORPORATE SOCIAL RESPONSIBILITY (CSR) ANNUAL REPORT:

The Annual Report on Corporate Social Responsibility (CSR) activities of the Company prepared pursuant to Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is has been annexed as “ANNEXURE ‘F’” to this Report.

45. BUSINESS RESPONSIBILITY REPORT:

The Company has prepared its first Business Responsibility Report for the Financial Year (F.Y.) 2017-18, in accordance with sub-regulation (2) of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective. The said Report is prepared in accordance with the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business’ (NVGs) notified by the Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and forms part of the Annual Report.

46. MANAGERIAL REMUNERATION & REMUNERATION PARTICULARS OF EMPLOYEES:

The remuneration paid to Directors and Key Managerial Personnel and the employees of the Company during the Financial Year 2017-18 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as “ANNEXURE ‘G’” to this Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available for inspection by the Members at Registered Office of the Company during all days expect Saturdays, Sundays and public holidays from 10.00 a.m. (IST) to 4.00 p.m. (IST) on working days upto the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

47. ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors’ Report are self-explanatory and therefore do not call for any further explanation.

The Consolidated Financial Statements of your Company form part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its subsidiaries. The Audited Annual Accounts and related information of the Company’s subsidiaries will be made available upon request. These documents will also be available for inspection during all days expect Saturdays, Sundays and public holidays from 10.00 a.m. (IST) to 4.00 p.m at the Company’s Registered Office. The subsidiary companies’ documents are also available on the Company’s website www.godrejgrovet.com.

48. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the Section 125 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of 7 (seven) years. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF till the date of this Report.

49. LISTING FEES AND TRADING CONFIRMATION:

Your Company has paid requisite annual listing fees to National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) where its securities are listed.

The Shares of your Company have not been suspended from trading on BSE and NSE at any point of time during the Financial Year 2017-18 since October 16, 2017 (i.e., the date of listing on NSE and BSE).

50. CAUTIONARY STATEMENT:

Statements in the Director’s Report and the Management Discussion and Analysis Report describing the Company’s objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Company’s operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

51. ACKNOWLEDGEMENT:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. The Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of the Company.

For and on behalf of the Board of Directors

of Godrej Agrovet Limited

N. B. Godrej

Chairman

(DIN: 00066195)

Mumbai, May 14, 2018

---

Mar 31, 2018

TO THE MEMBERS:

The Directors have pleasure in presenting the Directors’ Report along with the Audited Financial Statements for the Financial Year (F.Y.) 2017-18.

1. FINANCIAL SUMMARY:

Your Company’s Standalone and Consolidated performance during the Financial Year 2017-18 as compared with that of the previous Financial Year 2016-17 is summarized below:

Rs. in Lakh

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Total Income	371,935.39	367,024.03	5,23,772.60	4,98,540.14
Profit Before Exceptional Items & Taxation	28,132.50	26,066.93	35,969.28	35,456.27
Add: Exceptional Items	-	2,000.00	1,205.00	2,000.00
Profit Before Taxation (PBT)	28,132.50	28,066.93	37,174.28	37,456.27
Less : Provision for Taxation	9,045.92	7,269.98	12,070.48	10,164.51
Profit After Taxation (PAT)	19,086.58	20,796.95	25,103.80	27,291.76

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY, ITS SUBSIDIARIES, JOINT VENTURES & OTHER ASSOCIATES:

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year (F.Y.) 2017-18.

Businesses of the Company:

Animal Feed:

The Animal Feed business has shown a volume growth of 7.4% during the Financial Year 2017-18 driven by strong growth in the cattle feed and layer feed segments. Your Company was also successful in arresting the volume decline seen in past few years in the broiler feed segment, despite intense competition. However, the volumes in the shrimp feed and fish feed segments saw a decline compared to previous year. The sales of the Animal Feed vertical were flat at Rs.2,57,597.69 Lakh in Financial Year 2017-18 against Rs.2,62,082.16 Lakh in the previous year. But, decline in the commodity prices during the year impacted profitability of the segment. The Company continues to remain committed to invest in Research & Development in the animal feed space to create differentiated offering to our customers over competition.

Crop Protection:

In the current financial year, Crop Protection business (excluding Astec LifeSciences Limited) has registered a growth of 13.2% in the overall sales. The business was able to witness strong momentum as the company introduced new products which helped in increasing penetration both in the strategic crops and in the new geographies. Co-marketing initiatives and increase in market share in the herbicides segment significantly contributed to the growth. The Company will continue to focus on creating more demand for its product at farmer level by taking steps to continuously engage with them.

Vegetable Oil:

In the crude palm oil business, volumes growth remained robust for both Crude Palm Oil and Palm Kernel Oil. The sales of the business grew to Rs.58,541.78 Lakh in the Financial Year 2017-18, a growth of 15.5%. Your Company is also expected to start production in the new plant which is scheduled to be commissioned this year. Latest technology has been deployed in this plant which will lead to higher operational efficiencies.

Review of Operations / State of Affairs of Subsidiaries, Joint Ventures & Other Associates:

Your Company has interests in several businesses including dairy products, poultry, value added vegetarian and non vegetarian products, cattle breeding and dairy farming, through its Subsidiaries, Joint Ventures and other Associates.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of our Subsidiaries, Associates and Joint Ventures in the Form AOC-1 is annexed and forms part of the Financial Statement. The statement provides the details of performance and financial position of each of the Subsidiaries, Associates and Joint Ventures. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements, audited accounts of all the subsidiaries and other documents attached thereto are available on our website: www.godrejagrovet.com.

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries, Joint Ventures and other Associates of your Company:

A. Review of Operations / State of Affairs of the Subsidiaries of the Company:

1. Godvet Agrochem Limited:

Godvet Agrochem Limited is a wholly-owned subsidiary of your Company. During the Financial Year 2017-18, Godvet Agrochem recorded a Profit before Tax of Rs.62.74 Lakh as compared to Profit before Tax of Rs.36.09 Lakh recorded in the Financial Year 2016-17.

2. Astec LifeSciences Limited & Its Subsidiaries:

Astec LifeSciences Limited manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 24 countries. In financial year 2017-18, Astec’s performance remains robust as it posted revenues from operations of Rs.37,084.52 Lakh, a growth of 18.3% over the previous financial year sales. Profit before exceptional items and tax also increased to Rs.5,155.95 Lakh during financial year 2017-18 compared to Rs.3,934.51 Lakh during the financial year 2016-17. Strong performance across business segments- enterprise and bulk sales and contract manufacturing, contributed to growth.

Subsidiaries of Astec LifeSciences Limited:

Astec LifeSciences Limited had the following 3 (three) subsidiaries during the Financial Year (F.Y.) 2017-18:-

(i) Behram Chemicals Private Limited:

During the Financial Year 2017-18, Behram Chemicals Private Limited reported a Profit Before Tax of Rs.6.53 Lakh compared to Profit Before Tax of Rs.9.33 Lakh reported during the last year.

(ii) Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia):

For the period ended March 31, 2018, Comercializadora Agricola Agroastrachem Cia Ltda reported Loss Before Tax of Rs.1.42 Lakh, as compared to Loss Before Tax of Rs.5.75 Lakh reported during the corresponding period last year.

(iii) Astec Europe Sprl (Belgium, Europe):

During the period ended March 31, 2018, Astec Europe Sprl reported Loss Before Tax of Rs.1.75 Lakh, as compared to Profit Before Tax of Rs.8.02 Lakh reported during the corresponding period last year.

3. Creamline Dairy Products Limited (Creamline) & Its Subsidiary:

The Company’s focus remained on increasing the market share in the four southern states in which Creamline operates. Further, Creamline also increased the share of value added products in the portfolio. During the Financial Year 2017-18, Creamline recorded sales of Rs.1,15,765.54 Lakh, registering a growth of around 14.6% over the previous Financial Year.

Subsidiary of Creamline Dairy Products Limited:

(i) Nagavalli Milkline Private Limited: Nagavalli Milkline Private Limited has been a subsidiary of Creamline during the Financial Year 2017-18. The Company is principally engaged in milk procurement, processing of milk and manufacturing of milk products.

B. Review of Operations / State of Affairs of Joint Ventures (JVs):

(i) Godrej Tyson Foods Limited:

Godrej Tyson Foods Limited recorded sales of Rs.43,197.77 Lakh during the Financial Year 2017-18 as compared to sales of Rs.44,586.94 Lakh recorded during the Financial Year 2016-17. The joint venture continues to focus on building the current brands namely ‘Real Good Chicken’ and ‘Yummiez’.

(ii) ACI Godrej Agrovet Private Limited, Bangladesh:

ACI Godrej Agrovet Private Limited posted sales of Rs.67,534.93 Lakh during Financial Year 2017-18, registering a year-on-year growth of 11.8%. The joint venture continues to remain among top four players in all the feed categories it operates in Bangladesh.

(iii) Omnivore India Capital Trust:

The Company has investment in the units of Omnivore India Capital Trust, a venture capital organization that invests in Indian startups developing breakthrough technologies for food and agriculture. This investment is considered as a joint venture as the Company participates in the key activities jointly with the Investment Manager.

C. Review of Operations / State of Affairs of Other Associates of the Company:

(i) Godrej Maxximilk Private Limited:

Godrej Agrovet Limited (GAVL) has 49.9% stake in the associate and GAVL has planned to foray into Dairy cattle breeding under this entity.

(ii) Al Rahba International Trading Limited Liability Company, United Arab Emirates (UAE):

GAVL currently has a 24.0% stake in the associate (with a 33.33% share in profits), however, during the year, the management has decided to divest its stake in Al Rahba International Trading Limited Liability Company. Consequently, the same has been reclassified as a current investment in the current Financial Year.

3. FINANCE:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates. During the Financial Year under review, the credit rating granted by ICRA Limited to your Company has been reaffirmed at “[ICRA]AA” with respect to Long Term Fund Based Bank facilities and “[ICRA]A1 ” with respect to Short Term Fund Based facilities (including for Commercial Paper).

4. INFORMATION SYSTEMS:

During the Financial Year under review, the Company has successfully implemented the GST Project and automated the GST returns filing process within the Company as well as its subsidiaries (viz., Astec LifeSciences Limited and Creamline Dairy Products Limited) and its Joint Venture Company (viz., Godrej Tyson Foods Limited). The Core ERP Infrastructure for Creamline Dairy Products Limited was further strengthened to ensure business continuity.

The Company has rolled out a Mobile Based Application to capture market intelligence to improve decision making based on data. It has also introduced e-Procurement solution to bring in improved efficiency and transparency in the buying process.

5. MANUFACTURING FACILITIES:

Your Company has several manufacturing facilities across the country, including but not limited to, the following:-

Animal Feed : Ikolaha (Punjab), Miraj (Maharashtra), Dhule (Maharashtra), Sachin (Gujarat), Kharagpur (West Bengal), Khurda (Orissa), Hanuman Junction (Andhra Pradesh), Kondapalli (Andhra Pradesh), Tumkur (Karnataka), Hajipur (Bihar), Erode (Tamil Nadu), Chandauli (Uttar Pradesh)

Crop Protection : Jammu (Jammu & Kashmir), Lote Parshuram (Maharashtra)

Oil Palm : Pothepally (Andhra Pradesh), Chintampalli (Andhra Pradesh), Ariyalur (Tamil Nadu), Valpoi (Goa), Kolasib (Mizoram)

6. HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees.

Your Company constantly makes concerted efforts towards creating learning and development opportunities on a non-discriminatory basis, that continually enhance the employee value in line with the organizational objectives. Also, the safety and health of employees is utmost important to your Company and your Company is committed to building and maintaining a safe and healthy workplace. There are several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees.

7. MATERIAL CHANGES AND COMMITMENTS SINCE THE FINANCIAL YEAR END:

There have been no material changes and commitments affecting the financial position of your Company which have occurred between March 31, 2018 and the date of this Directors’ Report.

8. DIVIDEND:

The Board of Directors of your Company recommend a Final Dividend for the Financial Year 2017-18 at the rate of 45% (Forty Five per cent) i.e. ? 4.50 (Rupees Four Paise Fifty Only) per Equity Share of Face Value of ? 10/- (Rupees Ten Only) each, subject to approval of the Members at the ensuing, 27^th (Twenty Seventh) Annual General Meeting.

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Tuesday, July 24, 2018 and in respect of shares held in dematerialised form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

9. SHARE CAPITAL:

The Company’s Equity Share Capital position as at the beginning of the Financial Year 2017-18 (i.e., as on April 1, 2017) and as at the end of the said Financial Year (i.e., as on March 31, 2018) is as follows:-

Category of Share Capital	Authorized Share Capital			Issued, Subscribed & Paid-up Share Capital
	No. of Shares	Face Value per Share (Rs.)	Total Amount (Rs.)	No. of Shares	Face Value per Share (Rs.)	Total Amount (Rs.)
As on April 1, 2017:
Equity	22,49,94,000	10	2,24,99,40,000	18,51,30,876	10	1,85,13,08,760
Preference	6,000	10	60,000	6,000	10	60,000
TOTAL	22,50,00,000		2,25,00,00,000	18,51,36,876		1,85,13,68,760
As on March 31, 2018:
Equity	22,49,94,000	10	2,24,99,40,000	19,20,28,739	10	1,92,02,87,390
Preference	6,000	10	60,000	-	-	-
TOTAL	22,50,00,000		2,25,00,00,000	19,20,28,739		1,92,02,87,390

During the Financial Year 2017-18, the Company has redeemed its Preference Share Capital.

Also, during the Financial Year under review, the Company has made the following issues of its Equity Shares:-

Particulars	Issue of Equity Shares on Private Placement basis	Issue of Equity Shares under Employee Share Purchase Scheme (ESPS)	Issue of Equity Shares in Initial Public Offer (IPO)
Date of Approval of the Board of Directors	July 18, 2017 & September 8, 2017	July 18, 2017 & September 11, 2017	May 12, 2017
Date of Approval of the Shareholders	September 8, 2017 (Extra-ordinary General Meeting)	July 18, 2017 (Extra-ordinary General Meeting)	July 18, 2017 (Extra-ordinary General Meeting)
Date of Allotment of Shares	September 14, 2017	October 12, 2017	October 12, 2017
No. of Equity Shares allotted	1,92,901 (One Lakh Ninety Two Thousand Nine Hundred One)	3,67,737 (Three Lakh Sixty Seven Thousand Seven Hundred Thirty Seven)	63,37,225 (Sixty Three Lakh Thirty Seven Thousand Two Hundred Twenty Five)
Face Value per Equity Shares	Rs.10/- (Rupees Ten Only)	Rs.10/- (Rupees Ten Only)	Rs.10/- (Rupees Ten Only)
Issue Price per Equity Share (including Premium)	Rs.440/- (Rupees Four Hundred Forty Only)	Rs.460/- (Rupees Four Hundred Sixty Only)	Rs.460/- (Rupees Four Hundred Sixty Only)
Particulars of the Allottees	Identified employees of Group companies and Joint Venture companies	Eligible employees of the Company, its Holding Company and Subsidiary Companies	Allotment through Initial Public Offer (IPO)
Other Terms of Issue of the Equity Shares	Equity Shares allotted rank pari passu with the existing Equity Shares.	Equity Shares allotted rank pari passu with the existing Equity Shares.	Equity Shares allotted rank pari passu with the existing Equity Shares.

By virtue of the Initial Public Offer (IPO), the Company has listed its Equity Shares on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) during the Financial Year 2017-18.

The Company, during the Financial Year 2017-18, has not:

a) issued any Equity Shares with differential rights;

b) issued any Sweat Equity Shares;

c) bought back any Equity Shares.

10. EMPLOYEES SHARE PURCHASE SCHEME:

During the Financial Year 2017-18, the Company implemented an Employees Share Purchase Scheme (ESPS), pursuant to the approval granted by the Board of Directors at its Meetings held on July 18, 2017 and September 11, 2017 and by the Shareholders at their Extra-ordinary General Meeting held on July 18, 2017.

Pursuant to the ESPS, eligible employees of the Company, its Holding Company and Subsidiary Companies were allotted 3,67,737 (Three Lakh Sixty Seven Thousand Seven Hundred Thirty Seven) Equity Shares of Face Value of Rs.10/- (Rupees Ten Only) each at a consideration of Rs.460/- (Rupees Four Hundred Sixty Only) per Equity share.

11. DEPOSITS:

The details of deposits covered under Chapter V of the Companies Act, 2013, i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2017-18 are as follows:-

(i)	Deposits accepted during the year:	Nil
(ii)	Deposits remained unpaid or unclaimed during the year:	Nil
(iii)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved:
	a. At the beginning of the year:	Nil
	b. Maximum during the year:	Nil
	c. At the end of the year:	Nil
(iv)	Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013:	Nil

12. HOLDING COMPANIES:

Your Company continues to be a subsidiary of Godrej Industries Limited (GIL) as defined under Section 2(87) of the Companies Act, 2013 as on March 31, 2018.

GIL is a subsidiary of Vora Soaps Limited (VSL), the Ultimate Holding Company of your Company.

13. SUBSIDIARY COMPANIES:

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2017-18:

1. Godvet Agrochem Limited:

(A wholly-owned subsidiary of your Company throughout the Financial Year 2017-18)

2. Astec LifeSciences Limited:

(A subsidiary of your Company throughout the Financial Year 2017-18, in which your Company holds 57.45% of the Equity Share Capital as on March 31, 2018)

3. Behram Chemicals Private Limited:

(A 65.63% subsidiary of Astec LifeSciences Limited throughout the Financial Year 2017-18)

4. Comercializadora Agricola Agroastrachem Cia Ltda (Bogota Columbia):

(A wholly-owned subsidiary of Astec LifeSciences Limited throughout the Financial Year 2017-18)

5. Astec Europe Sprl (Belgium, Europe):

(A 50.10% subsidiary of Astec LifeSciences Limited throughout the Financial Year 2017-18)

6. Creamline Dairy Products Limited:

(A 51.91% subsidiary of your Company throughout the Financial Year 2017-18)

7. Nagavalli Milkline Private Limited:

(A 99.99% subsidiary of Creamline Dairy Products Limited throughout the Financial Year 2017-18)

14. ASSOCIATE COMPANIES:

Godrej Tyson Foods Limited (GTFL) is an Associate Company [within the meaning of Section 2(6) of the Companies Act, 2013] of your Company. GTFL is a Joint Venture (JV) between Godrej Agrovet Limited (which held 49% equity as on March 31, 2018) and Tyson India Holdings Limited (TIHL) (a company belonging to the Tyson Group, USA) (which held 51% equity stake as on March 31, 2018). The shareholding of your Company in GTFL increased to 49.90% on and from May 10, 2018.

Your Company also holds 50% equity in ACI Godrej Agrovet Private Limited (ACI GAVPL) (a body corporate incorporated in and under the laws of Bangladesh), while the remaining 50% stake in ACI GAVPL is held by Advanced Chemical Industries (ACI) Limited, Bangladesh, pursuant to a JV arrangement.

Your Company has 33.33% profit share and 24% shareholding in Al Rahba International Trading LLC, Abu Dhabi, United Arab Emirates (UAE).

Your Company has acquired 49% equity stake in Godrej Maxximilk Private Limited (formerly known as “Maxximilk Private Limited”), a Company which is engaged in the business of producing high yielding heifers and embryos for Indian Market and whose operations are based out of Nashik (Maharashtra).

15. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT-9 pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014 and forming part of the Directors’ Report is annexed hereto as “ANNEXURE ‘A’”.

16. DIRECTORS:

The Board of Directors of your Company presently comprises of the following Directors:

1. Mr. N. B. Godrej (Chairman)

2. Mr. A. B. Godrej (Director)

3. Mr. J. N. Godrej (Director)

4. Mr. V. M. Crishna (Director)

5. Ms. Tanya A. Dubash (Director)

6. Ms. Nisaba Godrej (Director)

7. Mr. B. S. Yadav (Managing Director)

8. Mr. K. N. Petigara (Independent Director)

9. Dr. S. L. Anaokar (Independent Director)

10. Mr. Amit B. Choudhury (Independent Director)

11. Dr. Raghunath A. Mashelkar (Independent Director)

12. Dr. Ritu Anand (Independent Director)

13. Ms. Aditi Kothari Desai (Independent Director)

14. Ms. Roopa Purushothaman (Independent Director)

At the Twenty Sixth Annual General Meeting (AGM) of the Company held on August 4, 2017, Mr. J. N. Godrej (Director) and Mr. V. M. Crishna (Director), who then retired by rotation, being eligible, were re-appointed as “Directors” of the Company.

Mr. Rohit Sipahimalani resigned from the directorship of the Company w.e.f. July 13, 2017.

Mr. B. S. Yadav has been re-appointed as the “Managing Director” of the Company for a further term of 5 (five) years w.e.f. September 1, 2017, i.e., upto August 31, 2022.

Dr. Raghunath A. Mashelkar, Dr. Ritu Anand, Ms. Aditi Kothari Desai and Ms. Roopa Purushothaman have been appointed as “Independent Directors” of the Company for a term of 5 (five) years w.e.f. July 18, 2017, i.e., upto July 17, 2022.

Mr. N. B. Godrej (Chairman) and Ms. Tanya A. Dubash (Director) retire by rotation at the ensuing Twenty Seventh Annual General Meeting (AGM) of the Company in accordance with Section 152 of Companies Act, 2013 and being eligible offer themselves for re-appointment.

17. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2017-18:

1. Mr. B. S. Yadav, Managing Director

2. Mr. S. Varadaraj, Head - Finance, Systems & Legal (Chief Financial Officer)

3. Mr. Vivek P. Raizada, Head - Legal & Company Secretary & Compliance Officer

Mr. Vivek Raizada has been appointed as the “Compliance Officer” of the Company, pursuant to Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year under review.

18. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

The Nomination and Remuneration Policy of the Company is annexed hereto as “ANNEXURE ‘B’”.

The criteria for determining qualification, positive attributes and independence of Directors is given in “ANNEXURE ‘C’” to this Directors’ Report.

19. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all the 7 (seven) Independent Directors of the Company.

The certificates of independence received from all the Independent Directors have been duly noted by the Board.

20. MEETINGS OF THE BOARD OF DIRECTORS:

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance to order to help them plan their schedule. However, in case of special and urgent business needs, approval is taken either by convening meetings at a shorter notice with consent of all the Directors or by passing resolutions through circulation.

There were 8 (eight) Meetings of the Board of Directors held during the Financial Year (F.Y.) 2017-18 (i.e., May 12, 2017, July 18, 2017 (two meetings), August 4, 2017, September 11, 2017, September 22, 2017, November 3, 2017 and February 7, 2018). The maximum gap between two Board Meetings did not exceed 120 (one hundred twenty) days.

21. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors.

The Audit Committee as on April 1, 2017 consisted of the following Members:-

1. Mr. K. N. Petigara (Chairman - Non-Executive, Independent Director)

2. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

3. Dr. S. L. Anaokar (Member - Non-Executive, Independent Director)

4. Mr. Amit B. Choudhury (Member - Non-Executive, Independent Director)

5. Mr. Rohit Sipahimalani (Member - Non-Executive, Non-Independent Director)

The Audit Committee has been re-constituted on July 18, 2017, comprising of the following Members (as on March 31, 2018):-

1. Mr. K. N. Petigara (Chairman - Non-Executive, Independent Director)

2. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

3. Dr. Ritu Anand (Member - Non-Executive, Independent Director)

4. Ms. Aditi Kothari Desai (Member - Non-Executive, Independent Director)

The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board.

There were 6 (six) Meetings of the Audit Committee held during the Financial Year (F.Y.) 2017-18 (i.e., May 12, 2017, July 18, 2017, August 4, 2017, September 11, 2017, November 3, 2017 and February 7, 2018).

22. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors.

The Nomination and Remuneration Committee as on April 1, 2017 consisted of the following Members:-

1. Mr. K. N. Petigara (Chairman - Non-Executive, Independent Director)

2. Mr. Amit B. Choudhury (Member - Non-Executive, Independent Director)

3. Dr. S. L. Anaokar (Member - Non-Executive, Independent Director)

The Nomination and Remuneration Committee has been reconstituted on July 18, 2017, comprising of the following Members (as on March 31, 2018):-

1. Dr. Ritu Anand (Chairperson - Non-Executive, Independent Director)

2. Ms. Nisaba Godrej (Member - Non-Executive, Non-Independent Director)

3. Ms. Roopa Purushothaman (Member - Non-Executive, Independent Director)

There were two Meetings of the Nomination and Remuneration Committee during the Financial Year 2017-18 (i.e., on May 12, 2017 and July 18, 2017).

23. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders’ Relationship Committee of the Board of Directors on July 18, 2017, comprising of the following Members:-

1. Mr. N. B. Godrej (Chairman - Non-Executive, Non-Independent Director)

2. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

3. Mr. A. B. Choudhury (Member - Non-Executive, Independent Director)

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE & CSR POLICY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors.

The CSR Committee as on April 1, 2017 consisted of the following Members:-

1. Mr. N. B. Godrej (Chairman - Non-Executive, Non-Independent Director)

2. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

3. Dr. S. L. Anaokar (Member - Non-Executive, Independent Director)

The CSR Committee has been re-constituted on July 18, 2017, comprising of the following Members (as on March 31, 2018):-

1. Dr. Raghunath A. Mashelkar (Chairman - Non-Executive, Independent Director)

2. Mr. N. B. Godrej (Member - Non-Executive, Non-Independent Director)

3. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

4. Ms. Roopa Purushothaman (Member - Non-Executive, Independent Director)

There were two Meetings of the CSR Committee during the Financial Year 2017-18 (i.e., on May 12, 2017 and February 7, 2018).

25. RISK MANAGEMENT COMMITTEE & RISK MANAGEMENT POLICY:

Pursuant to the provisions of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors on July 18, 2017, comprising of the following Members:-

1. Mr. N. B. Godrej (Chairman - Non-Executive, Non-Independent Director)

2. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

3. Mr. A. B. Choudhury (Member - Non-Executive, Independent Director)

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report.

The Company has developed and implemented a risk management policy and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of the Company.

Your Company continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as production, insurance, legal and other issues like health, safety and environment.

Your Company endeavours to become aware of different kinds of business risks and bring together elements of best practices for risk management in relation to existing and emerging risks. Rather than eliminating these risks, the decision-making process at your Company considers it appropriate to take fair and reasonable risk which also enables the Company to effectively leverage market opportunities.

The Board determines the fair and reasonable extent of principal risks that your Company is willing to take to achieve its strategic objectives. With the support of the Audit Committee, it carries out a review of the effectiveness of your Company’s risk management process covering all material risks.

Your Company has substantial operations spread all over the country and its competitive position is influenced by the economic, regulatory and political situations and actions of the competitors.

26. MANAGING COMMITTEE:

Your Company has constituted the Managing Committee of the Board of Directors consisting of the following Directors, pursuant to Article 144 of the Articles of Association of the Company:-

1. Mr. N. B. Godrej (Chairman - Non-Executive, Non-Independent Director)

2. Mr. A. B. Godrej (Member - Non-Executive, Non-Independent Director)

3. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

4. Ms. Nisaba Godrej (Member - Non-Executive, Non-Independent Director)

5. Dr. S. L. Anaokar (Member - Non-Executive, Independent Director)

The Managing Committee met 8 (eight) times during the year (i.e., on April 20, 2017, May 30, 2017, July 18, 2017, August 28, 2017, November 3, 2017, November 15, 2017, February 8, 2018 and March 19, 2018).

27. INITIAL PUBLIC OFFER (IPO) COMMITTEE:

In order to facilitate compliance with the statutory and regulatory requirements in connection with the Initial Public Offer (IPO) made by the Company during the year under review in a timely manner, your Board of Directors has constituted IPO Committee of the Board of Directors on July 18, 2017, consisting of the following members:-

1. Mr. N. B. Godrej (Chairman - Non-Executive, Non-Independent Director)

2. Mr. A. B. Godrej (Member - Non-Executive, Non-Independent Director)

3. Mr. B. S. Yadav (Member - Executive, Non-Independent Director)

The IPO Committee met 5 (five) times during the year (i.e., on September 14, 2017, September 25, 2017, October 3, 2017, October 7, 2017 and October 12, 2017).

28. PERFORMANCE EVALUATION:

The Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Board as a whole, Chairman and Non-Independent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared after taking into consideration various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The confidential online questionnaire was responded to by the Directors and vital feedback was received from them on how the Board currently operates and how it can enhance its effectiveness.

The Board of Directors has expressed its satisfaction with the evaluation process.

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE:

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation.

The Board of Directors of your Company has constituted Internal Complaints Committees (ICCs) at Head Office as well as regional levels pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 and the Rules framed thereunder.

The ICC at the Head Office level consists of the following Members as on March 31, 2018:

1. Ms. Sanjivani Sadani (Chairperson)

2. Mr. S. Varadaraj (Member)

3. Mr. Salil Chinchore (Member)

4. Ms. Megha Goel (Member)

5. Ms. Sharmila Khair (External Member)

The Company has formulated and circulated to all the employees, a policy on prevention of sexual harassment at workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment.

There were no complaints of sexual harassment received by the ICC during the Financial Year 2017-18.

30. SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2017-18, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments by the Company under the aforesaid provisions during the Financial Year (F.Y.) 2017-18 have been provided in the Notes to the Standalone Financial Statement.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All Related Party Transactions entered into by your Company during the Financial Year 2017-18 were on arm’s length basis and in the ordinary course of business. There are no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Requisite prior approval of the Audit Committee of the Board of Directors was obtained for Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Attention of Shareholders is also drawn to the disclosure of transactions with related parties set out in Note No. 63 of the Standalone Financial Statements, forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

33. FRAUD REPORTING:

There have been no instances of frauds reported by the auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

34. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS:

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company commensurate with the size, scale and complexity of business operations of the Company.

Further, the internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors and were operating effectively.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The Company’s Corporate Audit & Assurance Department which is ISO 9001: 2008 certified, issues well documented operating procedures and authorities, with adequate built-in controls at the beginning of any activity and during the continuation of the process, if there is a major change.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Audit Committee of the Board of Directors met 6 (six) times during the Financial Year (F.Y.) 2017-18 (i.e., May 12, 2017, July 18, 2017, August 4, 2017, September 11, 2017, November 3, 2017 and February 7, 2018). The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. The Board of Directors note the observations and accept the recommendations of the Audit Committee.

35. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that:-

a) in the preparation of the annual accounts for the Financial Year (F.Y.) 2017-18, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 (i.e., March 31, 2018) and of the profit and loss of the Company for that period (i.e., the Financial Year 2017-18);

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis; and

e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. CORPORATE GOVERNANCE:

As required by the existing Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), a detailed report on Corporate Governance is included in the Annual Report.

M/s. BNP & Associates, Company Secretaries have certified the Company’s compliance of the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

37. STATUTORY AUDITORS:

M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) have been appointed as the Statutory Auditors of the Company at the 26^th (Twenty Sixth) Annual General Meeting (AGM) of the Shareholders held on August 4, 2017, pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit And Auditors) Rules, 2014, for a term of 5 (five) years, to hold office from the conclusion of the 26^th (Twenty Sixth) AGM, till the conclusion of the 31^st (Thirty First) AGM.

M/s. B S R & Co. LLP have conveyed / confirmed their independence and eligibility to continue as the Statutory Auditors of the Company.

38. COST AUDITORS:

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No.: 00012) have been appointed by the Board of Directors as the Cost Auditors of the Company for all the applicable products pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, for the Financial Year (F.Y.) 2018-19. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

39. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company appointed M/s. BNP & Associates, Company Secretaries (Firm Registration No.:P2014MH037400) as the Secretarial Auditors of the Company for the conduct of Secretarial Audit for the Financial Year 2017-18, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by the Secretarial Auditor is annexed as “ANNEXURE ‘D’” to this Board’s Report.

40. RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their report on Financial Statements for the Financial Year (F.Y.) 2017-18 except that the managerial remuneration paid to Mr. B. S. Yadav, Managing Director for the Financial Year (F.Y.) 2016-17 is in excess of the limits specified under Section 197 of the Companies Act, 2013. The Company has already applied to the Central Government for waiver of recovery of excess managerial remuneration and the application is pending.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year (F.Y.) 2017-18.

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information in respect of matters pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report is given in the “ANNEXURE ‘E’” to this Directors’ Report.

42. POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on the Company’s website, www.godrejagrovet.com.

The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws are as follows:

Sr. No.		Name of the Policy	Brief Particulars of the Policy
1.		Risk Management Policy	The Company has in place, a Risk Management Policy which is framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.
2.		Corporate Social Responsibility Policy	The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the Board and the Board has approved a Corporate Social Responsibility Policy (CSR Policy), which outlines the Company’s strategy to bring about a positive impact on society through various CSR activities and programmes.
3.		Policy for determining Material Subsidiaries	This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c) and Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Currently, Creamline Dairy Products Limited is a material unlisted subsidiary of your Company.
4.		Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
5.		Policy to promote Board Diversity	This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.
6.		Policy on Familiarization Programmes for Independent Directors	Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
7.		Whistle Blower Policy / Vigil Mechanism	Your Company has a Vigil Mechanism / Whistle Blower Policy which provides adequate safeguards against victimization of persons who use Whistle Blower mechanism and make provision for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
8.	Human Rights Policy			Your Company has in place, a Human Rights Policy which demonstrates the Company’s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.
9.	Policy on Prevention of Sexual Harassment at Workplace			Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
10.	Policy on Related Party Transactions			This Policy regulates all transactions between the Company and its Related Parties.
11.	Code of Conduct for the Board of Directors and Senior Management Personnel			Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed.
12.	Code of Conduct for Insider Trading			This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
13.	Policy on Criteria for determining Materiality of Events			This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.
14.	Policy for Maintenance and Preservation of Documents			The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
15.	Archival Policy			This Policy is framed pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015. As per this Policy, your Company is required to disclose on its website, all such events or information which have been disclosed to the Stock Exchanges where the securities of the Company are listed. Further, such disclosures shall be hosted on the website of the Company for a minimum period of 5 (five) years and thereafter as per Archival Policy of the Company.

43. SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017. Your Company is in compliance with the revised Secretarial Standards.

44. CORPORATE SOCIAL RESPONSIBILITY (CSR) ANNUAL REPORT:

The Annual Report on Corporate Social Responsibility (CSR) activities of the Company prepared pursuant to Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is has been annexed as “ANNEXURE ‘F’” to this Report.

45. BUSINESS RESPONSIBILITY REPORT:

The Company has prepared its first Business Responsibility Report for the Financial Year (F.Y.) 2017-18, in accordance with sub-regulation (2) of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the Company from an environmental, social and governance perspective. The said Report is prepared in accordance with the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business’ (NVGs) notified by the Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and forms part of the Annual Report.

46. MANAGERIAL REMUNERATION & REMUNERATION PARTICULARS OF EMPLOYEES:

The remuneration paid to Directors and Key Managerial Personnel and the employees of the Company during the Financial Year 2017-18 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as “ANNEXURE ‘G’” to this Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available for inspection by the Members at Registered Office of the Company during all days expect Saturdays, Sundays and public holidays from 10.00 a.m. (IST) to 4.00 p.m. (IST) on working days upto the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

47. ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors’ Report are self-explanatory and therefore do not call for any further explanation.

The Consolidated Financial Statements of your Company form part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its subsidiaries. The Audited Annual Accounts and related information of the Company’s subsidiaries will be made available upon request. These documents will also be available for inspection during all days expect Saturdays, Sundays and public holidays from 10.00 a.m. (IST) to 4.00 p.m at the Company’s Registered Office. The subsidiary companies’ documents are also available on the Company’s website www.godrejgrovet.com.

48. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the Section 125 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of 7 (seven) years. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF till the date of this Report.

49. LISTING FEES AND TRADING CONFIRMATION:

Your Company has paid requisite annual listing fees to National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) where its securities are listed.

The Shares of your Company have not been suspended from trading on BSE and NSE at any point of time during the Financial Year 2017-18 since October 16, 2017 (i.e., the date of listing on NSE and BSE).

50. CAUTIONARY STATEMENT:

Statements in the Director’s Report and the Management Discussion and Analysis Report describing the Company’s objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Company’s operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

51. ACKNOWLEDGEMENT:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. The Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of the Company.

For and on behalf of the Board of Directors

of Godrej Agrovet Limited

N. B. Godrej

Chairman

(DIN: 00066195)

Mumbai, May 14, 2018

---

Mar 31, 2017

To the Members,

The Directors have pleasure in presenting the Annual Report along with the Audited Accounts for the Financial Year ended March 31, 2017.

Review of Operations

Your Company’s performance during the year as compared with that during the previous year is summarized below:

(Rs, Crore) (Rs, Crore)

Year Ended March 31 Year Ended March 31

Particulars	2017	2016
Revenue from Operations	1,602.17	1,393.86
Other Income/Exceptional Items	46.88	159.68
Total Income	1,649.05	1,553.54
Total Expenditure other than Finance Costs and Depreciation and Amortization	1,534.11	1,300.67
Profit before Finance Costs, Depreciation and Amortization and Tax	114.94	252.87
Depreciation and Amortization Expense	52.43	44.37
Profit before Finance Costs and Tax	62.51	208.50
Finance Costs (net)	207.86	200.24
Profit before Tax	(145.35)	8.26
Provision for Current Tax	-	9.96
Provision for Deferred Tax	(0.11)	(35.91)
Net Profit	(145.24)	34.21
Surplus brought forward	690.64	788.22
Profit after Tax available for appropriation	545.40	822.43
Appropriation
Your Directors recommend appropriation as under:
Final Dividend including DDT	-	70.78
Dividend excess provided in earlier years	-	(0.01)
Interim dividend declared and paid	-	58.80
DDT on interim dividend distributed	-	11.97
Dividend Distribution Tax (DDT) credit from subsidiaries	-	(9.75)
Transfer to General Reserve	-	-
Surplus Carried Forward	545.40	690.64
Total Appropriation	545.40	822.43

Dividend

The Board of Directors of your Company recommended a dividend of Rs, 1.75 per equity share of Rs, 1/each, aggregating Rs, 58.82 Crore as final dividend for the year ended March 31, 2017.

Dividend Policy

The Dividend policy of the Company is uploaded on the Company''s website. http://www.godreiindustries.com/listing-compliance.aspx

INDUSTRY STRUCTURE AND DEVELOPMENT

The global economy produced a lackluster run in 2016 with global output growth estimate at about 3.1%. This stable average growth rate, masks divergent developments in different country groups. There has been a stronger-than-expected pickup in growth in advanced economies, due mostly to a reduced drag from inventories and some recovery in manufacturing output. In contrast, it is matched by an unexpected slowdown in some emerging market economies, mostly reflecting idiosyncratic factors. Forward-looking indicators such as purchasing managers’ indices have remained strong in the fourth quarter in most areas.

Going forward, the IMF expects the world economy to grow at a slightly faster rate of 3.4% in 2017 and 3.6% in 2018. Growth in advanced economies is projected to be around 1.9% in 2017 and 2.0% in 2018. On the other hand, the growth in emerging economies is projected to increase from 4.1% in 2016 to 4.5% and 4.8% in 2017 and 2018 respectively.

India experienced a slightly sluggish financial year with advance GDP estimates pegging the growth at 7.1%, compared to 7.6% last year (constant price comparison).

On the domestic front, the year was marked by two major domestic policy developments, the passage of the Constitutional amendment, paving the way for implementing the Goods and Services Tax (GST), and the action to demonetize the two highest denomination notes. The GST will create a common Indian market, improve tax compliance and governance, and boost investment and growth. Demonetization has had short-term costs but holds the potential for long-term benefits. Follow-up actions to minimize the costs and maximize the benefits include: fast, demand-driven, demonetization; further tax reforms, including bringing land and real estate into the GST, reducing tax rates and stamp duties; and acting to allay anxieties about over-zealous tax administration. Other major reforms included enactment of the Insolvency and Bankruptcy Code; amendment to the RBI Act for inflation targeting; enactment of the Aadhar bill for disbursement of financial subsidies and benefits; significant reforms in FDI policy; the job creating package for textile sector; and several other measures. These actions would allow growth to return to trend in FY2017-18.

FY2016-17 was a predominantly good year for Indian Agriculture, after two successive droughts, with the first advance estimates pegging the growth rate to be 4.1%. This was on the back of a normal monsoon, implementation of credit and other financial schemes, irrigation fund with NABARD and better support through higher MSP. During the South West Monsoon of 2016 the country as a whole received rainfall which was 97% of its long period average. However, wide regional and crop-wise variations continued to be seen in coverage of irrigated area. As per the Advance Estimates, production of kharif food-grains during FY2016-17 increased by 8.8% as against FY2015-16. During FY2016-17, area sown under all kharif crops taken together was 3.5% higher compared to FY2015-16 while area coverage under rabi crops was 5.9% higher than that of last year. The area coverage under wheat as on 13th January 2017 is 7.1% higher than that in the corresponding week of last year.

Going forward, we expect farm focused interventions in the budget like expansion of crop insurance (Fasal Bima Yojana), expansion of National Agricultural Markets (e-NAM) and added support to animal husbandry and dairy will provide adequate support for growth in this sector.

Volatility in commodity prices continued to affect the oleo-chemicals industry throughout the year. The global over-capacity in fatty alcohols with low growth rates in advanced economies has resulted in subdued demand of fatty alcohols. With re-monetization and early implementation of GST, we expect good growth in the Indian market going forward.

Residential real estate sector in India continued to witness a stagnant growth in FY2016-17. The marginal increase in absorption during first two quarters was more than offset by demonetization in the subsequent two quarters. We are, however, optimistic about the future prospects of the Industry on account of economic and fiscal policy measures being implemented by the government. A sustained GDP growth momentum, reduction in interest rates and subsidies in affordable housing segment are expected to strengthen the volume demand going forward. On the other hand, structural policy reforms in form of real estate regulatory laws are expected to bring more customers to market by facilitating a transparent and controlled regulatory environment. This is expected to eventually boost demand thereby easing the supply pressure in the market. Office space absorption levels have increased last year compared to FY2015-16 and the trend is expected to continue in FY2017-18 on the back of improved business conditions and GDP growth.

There is a separate section on Management Discussion and Analysis appended as Annexure A to this Report, which includes the following:

- Discussion on financial performance with respect to operational performance

- Segment wise performance

- Human Resources and Industrial Relations

- Opportunities and Threats

- Internal Control Systems and their adequacy

- Risks and Concerns

- Outlook

Subsidiary and Associate Companies

Your Company has interests in several industries including animal feeds, poultry, dairy and agro-products, oil palm plantation, property development, personal and home care, etc. through its subsidiary and associate companies.

Godrej Agrovet Limited (GAVL)

Godrej Agrovet Limited, a subsidiary of your Company is a diversified agri business company^^ interests in animal feed, crop protection, dairy and oil palm business along with Joint Venture with the^^^^H ACI Group in Bangladesh for the feed business and Tyson Inc., USA for the poultry and processed food business.

FY2016-17 was a welcome departure from the previous two years for Indian agriculture. A normal monsoon after two back-to-back poor monsoons provided much needed boost to the agri sector.

GAVL was also positively impacted by these conditions as evident in its financial performance. GAVL integrated Astec Life Sciences Limited (Astec) and Cream line Dairy Products Limited (Cream line), with FY2016-17 financials, reflecting the full year performance of these two companies.

In FY2016-17, GAVL recorded consolidated revenue of Rs, 4,985 crore against Rs, 3,819 crore, a growth of 31% over FY2015-16 consolidated revenue. The reported Profit Before Tax for the year was up by 12% to Rs, 375 crore in FY2016-17 against Rs, 335 crore in FY2015-16. The financial numbers are as per IND AS.

Animal Feeds:

The Animal feed business had a flat year, with revenues growing at 3%, due to head winds faced in certain feed categories. While Cattle feed, Layer feed and Fish feed recorded robust growth, the business had flat sales in Shrimp Feed and volumes declined in Broiler feed. Integration as an operating business model had gained ground in Broiler business in the last five years. The prevalence has increased to an extent that majority of the broiler market share has been captured by Integrators. GAVL is working on multiple solution themes to improve its Broiler feed play in coming years. Good monsoons had led to increase in Kharif and Rabi crops. Keeping the critical raw materials prices muted in the second half of FY2016-17, aided the profitability of the business in FY2016-17.

Crop Protection Business:

Good south west monsoons during the year and booking of full year revenue of Astec helped clock the Crop protection business, a growth of 54% in sales in FY2016-17. The business reported sales of Rs, 765 Crore in FY2016-17. The business started sales of Astec''s product portfolio in FY2016-17 and has seen its market share improve across the Azole product fungicide portfolio.

Oil Palm:

Both Crude Palm Oil and Palm Kernel Oil prices in FY2016-17 were robust which resulted in significant improvement in the performance of this business over the last year. Operating performance of the business remained strong. The business recorded Sales of Rs, 507 Crore in FY2016-17, growth of over 25% over FY2015-16. A project to convert the Oil Palm Biomass into value added product was also commissioned in FY2016-17.

Astec Life Sciences Limited & Its Subsidiaries:

FY2016-17 was GAVL''s first full year of operations at Astec. Astec recorded Total Income of Rs, 316 Crore in FY2016-17, a growth of 24% over FY2015-16. Astec saw growth in both Enterprise & Bulk sales and Contract Manufacturing. Astec successfully implemented SAP in FY2016-17 and streamlined all the business processes around it to ensure smoother business operations in future.

Cream line Dairy Products Limited & Its Subsidiary:

FY2016-17 was a robust milk year, with Cream line recording Total Income of Rs, 1,019 Crore, a growth of 9% over FY2015-16. Cream line’s focus on Value added products has started yielding results with the sales of the products portfolio increasing by 24% in FY2016-17 over FY2015-16.

Review of Operations / State of Affairs of Joint Ventures (JVs):

ACI Godrej Agrovet Private Limited, Bangladesh:

The joint venture in Bangladesh recorded a strong volume growth of 16% in FY2016-17 over FY2015- 16. The growth was recorded across all the categories of feed in Bangladesh. The business continues to consolidate and grow its market share in the categories of Feed.

Godrej Tyson Foods Limited:

The processed poultry business sales remained flat in FY2016-17 compared to sales in FY2015-16. The focus of the business will continue to remain investing and building the ‘Real Good Chicken'' and ‘Yummiez'' brands for future growth.

Financial Highlights: For the full financial year, GPL’s Total Income decreased by 24% and stood at Rs, 1,733 crore. However, EBITDA increased by 42% to Rs, 401 crore and net profit increased by 30% to Rs, 207 crore. An important contributor to the strong profit growth has been our flagship project ‘The Trees’ which attained revenue recognition much ahead of schedule.

Sales Highlights: From a sales perspective, despite a weak year on the whole due to regulatory approval delays resulting in a low number of new residential project launches, the projects which we were able to launch received an encouraging response. GPL registered booking volume of 3.1 million sq. ft. and booking value of Rs, 2,020 crore in a weak real estate market. Below are the highlights:

Godrej Golf Links, Noida:

- First GPL project in Noida

- Sold over 6 lakh sq. ft. of villas with a booking value in excess of Rs, 300 crore in a single day

- Sold more than 1 million sq. ft. with a booking value of Rs, 563 crore despite weak market conditions

- Serves as a reflection of GPL’s brand strength, sales capability and ability to successfully attract customers across the country’s leading real estate markets.

Godrej Greens, Pune:

- Witnessed an overwhelming customer response despite being launched immediately after the government’s demonetization announcement

- Sold 420,088 sq. ft. with a booking value of Rs, 187 crore in FY2016-17.

Continued success in business development: FY2016-17 has been a strong year for business development. GPL added 7 new projects with a saleable area of 18 million sq. ft. The government’s announcement of demonetization in addition to implementation of RERA has changed the structural dynamics of the real estate sector. The sector is likely to see a shift towards organized developers as non-serious players with low repute will find it difficult to comply with the increased scrutiny from regulators and home buyers. This will pave way for consolidation in the sector as landowners seek to partner with reputable developers through the joint development model, and cash starved developers monetize their land banks by selling it to developers with strong balance sheets with access to institutional funding. We remain well placed to capitalize on these opportunities in the business development space. GPL’s strong brand and solid governance framework provides us with a strong advantage in increasing the depth of our presence across the country''s leading real estate markets while maintaining a capital light development strategy.

Strong focus on execution: GPL has delivered 4.6 million square feet in FY2016-17, which includes 3.3 million square feet of residential and 1.3 million square feet of commercial space across four cities. We have now delivered over 15 million sq. ft. of real estate in the last 4 years, which demonstrates that our operational delivery is keeping pace with our sales acceleration over the past few years.

Global recognition for sustainability initiatives: GPL was ranked 2^nd in Asia & 5th globally by GRESB (Global Real Estate Sustainability Benchmark) - An industry-driven organization which assesses Environmental, Social and Governance (ESG) performance of real estate assets globally. GRESB is committed to rigorous and independent evaluation of the sustainability performance of real assets across the globe. GRESB data is used by more than 200 institutional investors, listed property companies and fund managers and is backed by all leading international real estate associations and industry bodies. It provides investors the tools to benchmark their investments against each other based on property type, country and regional peer groups. GRESB is widely recognized as the global standard for portfolio-level ESG reporting and benchmarking in the real asset sector. In addition, Godrej One, our headquarters received a LEED Platinum Rating under the Commercial Interiors segment from the US Green Building Council (USGBC). This is one of the first such certifications in the country.

Expanding international presence: GPL opened its second international representative office in Singapore. Singapore is an important market opportunity for GPL and our presence will help us to address the needs of the large Indian diaspora located in Singapore and neighboring geographies.

Outlook: The real estate sector is in the midst of a transition. A cyclical downturn combined with demonetization and the implementation of the Real Estate Regulation Act has created short-term uncertainty in the sector. However these same factors will lead to consolidation and improved governance in the sector, which in turn will drive improved consumer confidence. The combination of this improved consumer confidence with far improved affordability that is the result of rising incomes, stagnant prices, and reduced interest rates will propel the sector in a very positive direction over the next several years. The government has put in place many policy reforms to encourage real estate development, especially in the affordable housing space which have the potential to lead to sustained improvements in the sector. We expect 2017 to be a transition year but the years ahead are likely to be very exciting ones for the sector. Our brand, national presence, demonstrated track record, and capabilities put us in a strong position to disproportionately benefit from any improvement in the environment and will allow us to remain on a high growth trajectory in the years ahead.

Natures Basket Limited continues to grow its revenue at double digits thereby achieved Total Income of Rs, 310 Crore, an increase of 15% over the previous year of Rs, 269 Crore.

The Company during the year, worked on defining the long-term strategy for the business. As part of the strategy the management decided to exit out of the underperforming market of Delhi and Hyderabad. Post the exit, the Company has 26 operating stores across 3 cities of Mumbai, Pune and Bangalore. As part of the strategy, NBL has also realigned the portfolio allowing to position NBL as the “Daily Food Delight” stores on the base of providing the “Freshest and Finest” food to our customers. This helps improve frequency and loyalty of our customers. Overall revenue from loyal customers contribute nearly 80% of overall revenue.

The focus is to excel and be a leading Omni Channel player by focusing strongly on Instore as well on line business channels in Daily Food Delight space. Currently, NBL''s online sales stands at 7% of its overall sales. NBL continues to improve its website and App experience through regular updates and improvements.

During the year, NBL has set up a Supply Chain Function to improve overall availability and inventory management, and use of technology for improving in store processes.

The brand continues to win awards in forums like Food & Grocery forum, Franchise India Retail Award for Omni Chanel performance, TRRAIN awards for Customer service etc.

Godrej Consumer Products Limited, an associate of your Company, has continued to grow ahead of the overall FMCG sector, as well as the home and personal care categories that it participates in, despite a challenging macro environment.

On a consolidated basis, GCPL reported a Total Income of Rs, 9,684 crore during the FY2016-17 compared to Rs, 8837 crore for FY2015-16. The net profit grew by 58% at Rs, 1304 crore as compared to Rs, 828 crore during the FY2015-16.

GCPL is a leading emerging markets company. As part of the 120-year young Godrej Group, GCPL is fortunate to have a proud legacy built on the strong values of trust, integrity and respect for others. At the same time, it is growing fast and has exciting, ambitious aspirations.

Today, the Godrej Group enjoys the patronage of 1.1 billion consumers globally, across different businesses. In line with its 3 by 3 approach to international expansion, GCPL is building a presence in 3 emerging markets (Asia, Africa, Latin America) across 3 categories (home care, personal wash, hair care). It ranks among the largest household insecticide and hair care players in emerging markets. In household insecticides, it is the leader in India, the second largest player in Indonesia and expanding its footprint in Africa. It is the leader in serving the hair care needs of women of African descent, the number one player in hair colour in India and Sub-Saharan Africa, and among the leading players in Latin America. It also ranks number two in soaps in India, and is the number one player in air fresheners and wet tissues in Indonesia.

However, it is very important that besides its strong financial performance and innovative, muchloved products, GCPL remains a good company. About 23% of the holding company of the Godrej Group is held in a trust that invests in the environment, health and education. We are also bringing together our passion and purpose to make a difference through our ''Good & Green'' approach to create a more inclusive and greener India.

At the heart of all of this, is a talented team. GCPL takes much pride in fostering an inspiring workplace, with an agile and high performance culture. It is also deeply committed to recognizing and valuing diversity across our teams.

It was ranked the number 1 FMCG Company to work for in the ‘Great Place to Work - Best Workplaces in India 2016’ list; its thirteenth consecutive year on the list. It was also ranked number 12 on the ‘Great Place to Work - Best Workplaces in Asia 2017’ list and ranked among the top 19 ‘Aon Hewitt Best Employers in India - 2017’ survey.

Other Subsidiaries

Godrej International Limited (GINL) is incorporated in the Isle of Man, is a wholly owned subsidiary of the company. GINL trades worldwide in vegetable oils mainly palm and soya.

Godrej International Trading & Investments Pte. Ltd. is registered and located in Singapore and also trades in palm and soya oil as well as in by-products.

Both companies enjoy a well -deserved reputation in the market and enjoyed their best year ever. Our international companies are often quoted in the media and are well-known for their in-house research with regard to S&Ds and Price Outlook.

Godrej International Limited, Labuan is incorporated in the financial centre of Labuan. This company has remained dormant and is not actively trading as yet.

Ensemble Holdings & Finance Limited (EHFL), a wholly owned subsidiary of your Company, is a Non-Banking Finance Company. The total income of EHFL for FY2016-17 was Rs, 12.36 Crore as against that of Rs, 3.10 Crore last year. The Net Profit before Tax of EHFL during the financial year ended March 31, 2017 was Rs, 11.11 Crore as against that of Rs, 3.01 Crore last year.

Pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and disclosure requirements) Regulations, 2015 (Listing Regulations), your Company has formulated a policy for determining its ‘material subsidiaries’. The said policy has been uploaded on the Company’s website http://www.godrejindustries.com/Resources/pdf/compliances/material_subsidiaries.pdf

Financial Position

The loan funds at the end of the year stand at Rs, 2,862 crore as compared to Rs, 2,658 crore for the previous year. The net debt equity ratio is 1.76 as compared to 1.51 last year. Your Company continues to hold the topmost rating of [ICRA] A1 from ICRA for its commercial paper program (Rs, 1000 crore) (previous year Rs, 1000 crore). ICRA has reaffirmed an [ICRA] A1 rating for its short term debt instruments/other banking facilities (Rs, 800 crore) (previous year Rs, 800 crore). This rating of ICRA represents highest-credit quality carrying lowest-credit risk. ICRA also reaffirmed [ICRA] AA rating with stable outlook for long-term debt, working capital and other banking facilities (Rs, 1015 crore) (previous year Rs, 1015 crore) and a rating of [ICRA]AA with stable outlook for Non Convertible Debenture program. These ratings represents high-credit quality carrying low-credit risk. ICRA has also assigned a rating of MAA with stable outlook for our Public Deposit scheme. The Public Deposit scheme under the Companies Act, 1956 has been discontinued. Instruments with this rating are considered to have the high-credit quality and low credit risk.

Manufacturing Facilities

The chemicals division of your Company has manufacturing units at Abernathy, Valia, Wadala and Dombivli.

The Ambernath factory is IS0-9001:2008, ISO 14001:2004, ISO 18001:2007, ISO 27001: 2005 certified. Over the last year the factory also got certified for FSSC 22000 and ISO 22716 for Food safety and GMP respectively. The factory has also achieved considerable energy savings over the year.

The Valia factory is ISO-9001:2008, ISO 14001:2004, ISO 18001:2007, ISO 27001: 2005 certified. The Factory has also got certification from FDA, FSSAI and Kosher. We are member of RSPO (Roundtable on Sustainable Palm Oil). The Valia factory haS successfully got GMP B2 certification for Palmitic Acid used as Animal Feed during this year. Company has invested in plants for making specialty products.

Vegoils Division (Wadala) manufactures & sells Edible Oils under “Godrej” Brand. The total turnover of Division for FY2016-17 increased to Rs, 111 Crore against Rs, 61 crore from the previous year. In FY2016-17, the division introduced two new Edible Oils “Godrej Refined Rice Bran Oil” and “Godrej Sesame Oil” for our ever growing health conscious consumers. The division is in the process of modernization of its packing facility which will be completed early next year.

The Dombivali unit has flexibility of producing multiple value added products, mainly fatty esters and amide, used in personal and home care products.

Research and Development (R&D)

ln the year under consideration, our R&D activities have resulted in the innovative process improvements for existing range of products and also launch of several new products. Majority of these new products are high value derivatives of fatty acids and fatty alcohols, with specialty applications in home, personal care products, animal feeds and agri products.

Besides our efforts to manufacture and improve the premium quality fatty acids and fatty alcohols using alternate raw materials, the endeavor to develop new processes through innovations and advanced technologies will be an ongoing activity. We will also continue to focus our attention on high value fractionated fatty acids and fatty alcohols for the polymer, oilfield, lubricant and paper industries. Parallel to all the above oleo chemicals projects, R&D continues its efforts in developing improved and customized specialty surfactants & biosurfactants through in house and external consultation routes.

Human Resource Development and Industrial Relations

During the year under review, industrial relations at all plant locations remained harmonious.

Your Company emphasizes on the safety of people working in its premises. Structured safety meetings were held and safety programmes were organized for them throughout the year.

The total number of persons employed in your Company as on March 31, 2017 were 1164.

Business Responsibility Report

SEBI, vide its circular SEBI/LAD-NRO/GN/2015-16/27 dated December 22, 2015 had mandated inclusion of Business Responsibility Reports (BRR) as part of the Annual Reports for top 500 listed entities based on market capitalization as on March, 31 of every financial year.

A detailed report on your Company’s sustainability initiatives is published in the Business Responsibility Report, as ‘Annexure B’ and forms a part of this report. The BRR describes the initiatives taken by the Company from an environment, social and governance perspective.

Information Systems

Your Company has implemented Digital Signature to send digitally signed invoices to customers & enabled SMS alerts for dispatches which are integrated with SAP thus helping in better customer experience.

Implemented Odex Application at all our weighbridges which sends data online to DGFT site which is a statutory requirement as per the SOLAS guidelines from D.G.Shipping, the VGM Weight related information has to be transmitted electronically from the Approved/Registered Weighbridges.

Business Intelligence is implemented to get Financial Reports from SAP helping in automation of processes.

Employee Stock Grant Scheme 2011 (ESGS) and Employee Stock Option Plan (ESOP)

On May 25, 2016, the Nomination and Compensation Committee approved a total of 1,60,395 stock grants equivalent to 1,60,395 equity shares of the Company to eligible employees in terms of the ESGS 2011 Scheme. The exercise price is Rs, 1/- per equity share. As on March 31, 2017 and in terms of the ESGS Scheme, 2011, a total of 1,48,319 grants were vested and 1,50,941 were exercised and allotted. (Includes 2,622 options which were vested in the previous financial year and, exercised and allotted in the current financial year.)

Disclosure in compliance with Section 62 of the Companies Act, 2013, rule 12 of companies (share capital and debentures) rules, 2014, SEBI (Share based employee benefits) regulations, 2014 and The SEBI (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines 1999 is given in Annexure C attached and forms a part of this report.

Fixed Deposits

Your Company is currently not accepting public deposits. The management of the Company is thankful to all the investors for their continued trust in the Company. During the year ended March 31, 2017, deposits aggregating Rs, 22.86 crore have been repaid on maturity. The Company has no overdue deposits other than unclaimed deposits.

Depository System

Your Company’s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2017, 99.81% of the equity shares of your Company were held in demat form.

Directors

In accordance with the Articles of Association of the Company, the following directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment;

- Ms. T. A. Dubash (DIN 00026028)

- Mr. A. B. Godrej (DIN 00065964)

Your Company had appointed following Non-Executive (Independent) Directors pursuant to Regulation 17 of the Listing Regulations and they are not liable to retire by rotation as per Companies Act, 2013 (the Act);

- Mr. S. A. Ahmadullah (DIN 00037137)

- Mr. A. B. Choudhury (DIN 00557547)

- Mr. K. K. Dastur (DIN 00050199)

- Mr. K. M. Elavia (DIN 00003940)

- Mr. A. D. Cooper (DIN 00026134)

- Mr. K. N. Petigara (DIN 00066162)

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (7) of Section 149 of the Companies Act, 2013

Your Company has conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board, its Committees, and Individual Directors. This was in line with the requirements mentioned in the Act.

The HR team of the Company worked directly with the Chairman and the Nomination and Compensation Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised four sections and compiled feedback and suggestions on:

- Board Processes (including Board composition, strategic orientation and team dynamics);

- Individual Committees;

- Individual Board Members; and

- the Chairman

The following reports were created, as part of the evaluation:

- Board Feedback Report;

- Individual Board Member Feedback Report; and

- Chairman’s Feedback Report

The overall Board Feedback Report was facilitated by Mr. A. B. Godrej, Chairman. The Individual Committees and Board Members’ feedback was shared with the Chairman. Following his evaluation, a Chairman''s Feedback Report was also compiled.

On the recommendation of the Nomination & Compensation Committee, the Board had framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Board Appointment Policy are stated below:

Pursuant to Regulation 25(7) of the Listing Regulations, the Company has familiarized the Directors on Goods & Service Tax and a presentation was made to the Directors on New/Emerging products of the Company. The details of Directors familiarization program is uploaded on the Company’s website. http://www.godrejindustries.com/listing-compliance.aspx

Key Managerial Personnel

Mr. N. B. Godrej (DIN: 00066195) has been reappointed as a Managing Director of the Company, for a period of three years from April 1, 2017 to March 31, 2020.

Statutory Auditors

Pursuant to section 139 of the Companies Act, 2013, the Board of the Company has subject to the approval of the shareholders, approved appointment of M/s. BSR & Co., LLP, Chartered Accountants (Firm Regn. No. 101248W/W-100022) as Auditors of the Company to hold office for the period commencing from the conclusion of the 29^th Annual General Meeting (AGM) on August 11, 2017 until the conclusion of the 34^th AGM in the year 2022 (subject to ratification of their appointment at every AGM), on a remuneration that will be approved by the Board.

You are requested to approve the appointment of Auditors and to authorize the Board to fix their remuneration. The auditors M/s. BSR & Co., LLP, Chartered Accountants, are eligible for appointment. A certificate from the Auditors has been received to the effect that their appointment, if made, would be within the prescribed limits. The Auditor’s Report for the FY2016-17 does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

Pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013, M/s. R. Nanabhoy & Co., Cost Accountants have been appointed as Cost Auditors of the Company for the FY2017-18. They are required to submit the report to the Central Government within 180 days from the end of the accounting year.

Secretarial Auditors

The Board has appointed M/s. A. N. Ramani & Co., Practicing Company Secretaries, to conduct Secretarial Audit for the FY2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure ‘G’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Audit Committee

The Audit Committee, constituted pursuant to the provisions of the Act and the Listing Regulations, has reviewed the accounts for the year ended March 31, 2017. The members of the Audit Committee are Mr. K. K. Dastur, Mr. S. A. Ahmadullah, Mr. K. N. Petigara and Mr. A. B. Choudhury, all Independent Directors.

Policy to Prevent Sexual Harassment at Work Place

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report. This is in compliance with section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Directors’ Responsibility Statement

The Board has laid down Internal Financial Controls within the meaning of the explanation to section 134 (5) (e) (“IFC”) of the Act. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and possibly even fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There might therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and/or improved controls wherever the effect of such gaps might have a material effect on the Company’s operations.

Pursuant to the provisions contained in Section 134 of the Act, the Directors of your Company confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently, and such judgments and estimates have been made 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 or loss of the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

e) that the proper policies and procedures have been adopted for ensuring the orderly and efficient conduct of its business, including adherence to code of conduct and policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and that such policies and procedures are adequate and were operating effectively.

f) that proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

Corporate Governance

As required by the existing Regulation 34(3) of the Listing Regulation, a detailed report on Corporate Governance is included in the Annual Report. The Auditors have certified the Company’s compliance of the requirements of Corporate Governance in terms of Regulation 34(3) of the Listing Regulation and the same is annexed to the Report on Corporate Governance.

Disclosures and Information under the Companies Act, 2013

Pursuant to section 134 and any other applicable sections of the Act, following disclosures and information is furnished to the shareholders:

(a) Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo

‘Annexure D’ to this Report gives information in respect of Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo, required under Section 134(3)(m) of the Act and forms a part of the Boards’ Report

(b) Extract of Annual return

The extract of the annual return as provided under sub section (3) of Section 92 of the Act is given in Form No. MGT 9 as ‘Annexure E’, attached and forms a part of this report.

(c) Board meetings

The Board of Directors of your Company met 4 (four) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

(d) Loans, Guarantees & Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

(e) Related Party Transactions

All related party transactions entered into by your Company during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with related parties. Prior omnibus approval of the Audit Committee was obtained for those transactions which were of routine nature. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable. Attention of members is also drawn to the disclosure of transactions with related parties set out in Note No. 41 of Standalone Financial Statements, forming part of the Annual Report. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The policy on Related Party Transactions is uploaded on the Company’s website http://www.godrejindustries.com/Resources/pdf/compliances/Policy-on-Related-Party-Transaction.pdf.

(f) Particulars of Employees:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure ‘F’ to this Report. The information required pursuant to Section 197 of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available for inspection by the members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent.

(g) Risk Management

Your Company had formed a Risk Management Committee consisting of the Managing Director and the Whole time Directors. The Committee identifies, evaluates business risks and opportunities. This Committee has formulated and implemented a policy on risk management to ensure that the company’s reporting system is reliable and that the company complies with relevant laws and regulations. The Board of Directors of your Company are of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

Your Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

(h) Nomination & Remuneration Policy for Senior Management

The details relating to ratio of the remuneration of each director to the median remuneration of the employees of the Company for the FY2016-17 is given in ‘Annexure F’ attached and forms part of this Report.

The policy of your Company on director’s appointment and remuneration of the directors, key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of a director, is stated below:

(i) Financials

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statement relates and the date of the report.

There are no qualifications, reservations or adverse remarks in the Auditors Report and the Secretarial Audit Report for the FY2016-17.

(j) Share Capital

During the year under review your company allotted 1,50,941 equity shares of '' 1 each upon exercise of stock option under Company’s Employee Stock Grants Scheme and 38 bonus equity shares on ESGS in compliance with the scheme of amalgamation of Wadala Commodites Limited with Godrej Industries Limited. Consequently, the paid up share capital of your Company has increased from Rs, 33,59,88,807/- divided into 33,59,88,807 equity shares of Rs, 1 each to Rs, 33,61,39,786/- divided into 33,61,39,786 equity shares of Rs, 1 each.

(k) Significant Court Order received - None Additional Information

The consolidated financial statements of the Company forms a part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the financial statements of its subsidiaries. The Audited Annual Accounts and related information of the Company’s subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at the Company’s registered office in Mumbai, India. The subsidiary companies’ documents will also be available for inspection at the respective registered offices of the subsidiary companies during business hours.

Acknowledgement

Your Directors thank the Union Government, the Governments of Maharashtra and Gujarat as also all the Government agencies, banks, financial institutions, shareholders, customers, employees, fixed deposit holders, vendors and other business associates, who, through their continued support and co-operation, have helped as partners in your Company’s progress.

For and on behalf of the Board of Directors

A. B. Godrej

Chairman

Mumbai, May 22, 2017.

---

Mar 31, 2017

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Second Directors'' Report of your Company along with the financial statements for the financial year ended March 31, 2017.

1. OPERATING RESULTS :

Certain key aspects of the Company''s performance (on a standalone basis) during the financial year ended March 31, 2017, as compared to the previous financial year are summarized below:

Particulars	Financial Year 2016 - 2017 (Rs, In Crores)	Financial Year 2015 - 2016 (Rs, In Crores)
Revenue from Operations	457.14	374.17
Other Income	248.14	222.12
Total Income	705.28	596.29
Profit Before Tax	113.69	31.75
Profit After Tax	124.25	22.73
Other Comprehensive Income	(0.31)	(0.61)
Total Comprehensive Income	123.94	22.12

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 01, 2016 prescribed under section 133 of the Companies Act, 2013.

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.aodreiproperties.com/investor/corporateaovernance.

Your Company has been growing rapidly over the last few years. Given the significant weakness in the real estate market over the period, there have been significant business development opportunities available for the Company. The upcoming implementation of the Real Estate Regulatory Act, 2016 has given further impetus to consolidation in the industry and your Company believes there is considerable opportunity for your Company to add new projects at attractive valuations. With these kind of opportunities available and with our ambition to considerably scale the business, it is important for the Company to conserve cash. With this objective of investing strongly in new project opportunities, the Board of Directors have therefore not recommended any dividend for the financial year ended March 31, 2017.

3. SHARE CAPITAL :

During the financial year ended March 31, 2017, the Company had issued and allotted 104,326 equity shares of'' 5/- each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Grant Scheme, 2011. Consequently, the issued, subscribed and paid-up equity share capital of the Company has increased to 216,364,692 equity shares of '' 5/- each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme.

4. OVERVIEW OF OPERATIONS:

For the full financial year, GPL''s total income decreased by 24% and stood at Rs, 1,733 crore on a consolidated basis. However, EBITDA increased by 42% to Rs, 401 crore and net profit increased by 30% to Rs, 207 crore. An important contributor to the strong profit growth has been our flagship project ‘The Trees'' which attained revenue recognition much ahead of schedule.

The Company managed to demonstrate strong value addition to its development portfolio despite the current uncertainties and challenges in the real estate environment. GPL added 7 new projects with saleable area of 18 million sq. ft. The new projects signed are located in Bangalore, Pune, National Capital Region and Mumbai. The projects added are all of substantial size and are in line with the Company''s long term strategy of focusing on value accretive and risk efficient models.

From a sales perspective, despite a weak year on the whole due to regulatory approval delays resulting in a low number of new residential project launches, the projects which we were able to launch received an encouraging response. GPL registered booking volume of 3.1 million sq. ft. and booking value of Rs, 2,020 crore in an otherwise weak real estate market.

One project in particular that stood out in FY 2017 was Godrej Golf Links, our first project in Noida. GPL launched Godrej Golf Links in Greater Noida in the first week of November 2016 at a time when the NCR market was in the midst of a major slowdown. We sold over 6 lakh sq. ft. of villas with a booking value well in excess of Rs, 300 crore in a single day. For FY17, we managed to sell more than a million sq. ft. in this project with a booking value of Rs, 563 crore. We are proud of this achievement given that this was our first ever project in Noida and the launch was executed at a time when market conditions were very unsupportive. Godrej Greens in Pune also witnessed an overwhelming customer response despite being launched immediately after the government''s demonetization announcement. We sold 420,088 sq. ft. with a booking value ofRs, 187 crore inFY17at Godrej Greens.

On the operational front, we successfully delivered 4.55 million sq. ft. across four cities. We have now delivered over 15 million sq. ft. of real estate in the last four years which we believe demonstrates that our operational delivery is keeping pace with our sales acceleration over the past few years.

Sustainable development is an important part of our Company''s vision and we have received several recognitions for our leadership in environmental sustainability in FY17. GPL was ranked as the 2^nd best developer in Asia and 5^th best globally for its leadership in sustainable development by Global Real Estate Sustainability Benchmark Report (GRESB). Godrej One received LEED Platinum Rating for the office premises under the Commercial Interiors segment from the US Green Building Council (USGBC). This is one of the first such certifications in the country. GPL also received significant external recognition with a total of 60 awards being received in FY17.

5. FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY:

A cyclical downturn combined with demonetization and the implementation of the Real Estate (Regulation and Development) Act, 2016 has created short-term uncertainty in the sector. However these same factors will lead to consolidation and improved governance in the sector, which in turn will drive improved consumer confidence. The combination of this improved consumer confidence with far improved affordability that is the result of rising incomes, stagnant prices and reduced interest rates will propel the sector in a very positive direction over the next several years. The infrastructure status accorded to affordable housing is a game changing move that will open up more institutional sources for developers to raise funds at a competitive price. This move will encourage leading developers to enter this segment. We expect 2017 to be a transition year but the years ahead are likely to be very exciting ones for real estate development in India. Our brand, national presence, demonstrated track record and capabilities put us in a strong position to disproportionately benefit from any improvement in the environment and will allow us to remain on a high growth trajectory in the years ahead.

We will continue to pursue new projects through joint development agreements with land owners. In addition, we have also diversified our execution model by undertaking projects as a Project Development Manager on a fee basis. Our mission is to seek superior long-term growth in shareholder value by maximizing returns through optimal financing and fiscal discipline. The Company''s primary growth focus shall be on 4 key markets of Mumbai, NCR, Bengaluru and Pune, while at the same time opportunistically pursuing other key markets. The residential investment platform will enable us to enter projects which require large upfront capital investment.

On the operational front, the company shall be focusing on quick launch turnaround times and swift execution and delivery of projects. The company will continue to improve its project execution capabilities across regions, strengthened through continuously improving internal processes and internal capability building. In addition, a customer centric approach to growth, operational efficiency, optimizing return on capital and developing crisis and risk management capabilities will continue to remain the Company''s focus areas.

6. 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, 2017, 99.98 % of the equity shares of the Company were held in dematerialized form.

7. SCHEME OF AMALGAMATION OF HAPPY HIGHRISES LIMITED WITH THE COMPANY:

Happy High-rises Limited (“HHL”), a wholly owned subsidiary of the Company, was amalgamated with the Company in terms of the Scheme of Amalgamation (‘Scheme’) sanctioned by the National Company Law Tribunal vide its order dated March 29, 2017. The petition for the Scheme was originally filed by HHL with Hon''ble High Court of Judicature at Bombay for approval of the Scheme. Consequent to enforcement of provisions of Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 relating to merger, arrangement etc. with effect from December 15, 2016, cases relating to merger/amalgamations pending immediately before such date before any High Court, stood transferred to the National Company Law Tribunal (Tribunal/NCLT).

Accordingly, the order for approving the said Scheme was passed by the National Company Law Tribunal, Mumbai Bench. The appointed date of the Scheme was May 01, 2016. The Scheme has came into effect from April 25, 2017.

8. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 (the “Companies Act”) and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, is appended as Annexure II to this Report.

9. NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (four) times in the financial year ended March 31, 2017 on May 05, 2016, August 09, 2016, November 09, 2016 and February 02, 2017.

10. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

11. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on March 31,2017.

Hi. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made there under, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31, 2017ona ‘going concern'' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. They have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16(1)(b) of SEBI LODR Regulations.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The policy of the Company on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure III to this Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 2016 2017 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts - Note No 48 forming part of the Standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company at https:// www.aodreiproperties.com/investor/corporateaovernance.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31,2017 and the date of this Report, other than those disclosed in this Report.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure IV to this Report.

17. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of key executives and an independent director to identify and assess business risks and opportunities. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as Annexure V to this Report. The CSR Policy is available on the website of the Company at www. aodreiproperties.com/investors.

19. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

20. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board of Directors (Board), its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Chairman and the Nomination and Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

-Board processes (including Board composition, strategic orientation and team dynamics);

- Individual committees;

- Individual Board members; and

- Chairman''s Feedback Report

The following reports were created, as part of the evaluation:

- Board Feedback Report

- Individual Board Member Feedback Report

- Chairman''s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth along with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members feedback was shared with the Chairman. Following his evaluation, a Chairman''s Feedback Report was also compiled.

21. SUBSIDIARY COMPANIES:

A. Subsidiaries

During the financial year under review, Godrej Vikhroli Properties India Limited (incorporated as a result of conversion of Godrej Vikhroli Properties LLP), Godrej Skyline Developers Private Limited, Godrej Residency Private Limited, Pearlite Real Properties Private Limited, Godrej Real View Developers Private Limited, were incorporated as wholly owned subsidiaries of the Company. Happy Highrises Limited, wholly owned subsidiary of the Company, entered into a share purchase agreement with Citystar Infraprojects Limited and its shareholders and in terms of the said agreement, acquired the entire share capital of Citystar Infraprojects Limited. Consequent upon merger of Happy Highrises Limited with the Company, Godrej Properties Limited has become the member of Citystar InfraProjects Limited.

As at March 31,2017, the Company had 20 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Real Estate Private Limited, Godrej Buildcon Private Limited, Godrej Garden City Properties Private Limited, Godrej Projects Development Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Godrej Green Homes Limited, Godrej Home Developers Private Limited, Godrej Hillside Properties Private Limited, Godrej Investment Advisers Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Highrises Properties Private Limited, Godrej Fund Management Pte Ltd, Godrej Genesis Facilities Management Private Limited, Godrej Skyline Developers Private Limited, Godrej Residency Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Vikhroli Properties India Limited and Citystar Infraprojects Limited.

The Company shall provide a copy of the financial statements of its subsidiary companies to the members of the Company on their request. The financial statements of its subsidiary companies will also be kept open for inspection by any members at the registered office of the Company during business hours and will also be available on the website of the Company.

During the financial year under review, GRIP II Pte. Ltd, an investee company under the Godrej Residential Investment Program II, had entered into Share Subscription, Share Purchase and Shareholders'' Agreements with the Company in respect of Godrej Greenview Housing Private Limited (GGHPL), Wonder Projects Development Private Limited (WPDPL) and Godrej Real View Developers Private Limited (GRVDPL), pursuant to which the Company has sold 80% of the equity share capital of GGHPL, WPDPL and GRVDPL to GRIP II Pte. Ltd. Likewise, the Company also entered into a Share Subscription, Share Purchase and Shareholders'' Agreement with GRIP II Pte. Ltd. pursuant to which the Company has sold 51% of the equity share capital of Pearlite Real Properties Private Limited (‘PRPPL’) to GRIP II Pte. Ltd. Consequently, GGHPL, WPDPL, GRVDPL and PRPPL have ceased to be subsidiary of the Company.

As at March 31, 2017, Wonder Space Properties Private Limited, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited and Godrej One Premises Management Private Limited are associate companies of the Company.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31,2017:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. MS Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. GodrejLandDevelopersLLP

13. Godrej Developers & Properties LLP

14. GodreiHiahrisesRealtvLLP

15. Godrej Project Developers & Properties LLP

16. AR Landcraft LLP

17. GodrejHighviewLLP

18. PrakhhyatDwellingsLLP

19. GodrejSkyviewLLP

20. Bavdhan Realty @ Pune21 LLP 22. Godrej Projects (Pune) LLP

C. Material Non-Listed Indian Subsidiary:

As at March 31, 2017, Godrej Buildcon Private Limited, a wholly owned subsidiary of the Company was considered material non-listed Indian subsidiary under Regulation 24 of SEBI LODR Regulations and accordingly one Independent Director of the Company was also on the Board of Godrej Buildcon Private Limited.

22. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements.

23. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

Sr. No.	Particulars	Amount in Rupees
1	Accepted during the year	0
2	Remained unpaid or unclaimed as at the end of the year	12,883,000
3	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-	0
	(i) at the beginning of the year	0
	(ii) maximum during the year	0
	(iii) at the end of the year	0
4	details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act	0

The Company has not accepted any deposits from its Directors.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

25. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. These are routinely tested and certified by Statutory as well as Internal Auditors. The audit observations on internal financial controls are periodically reported to the Audit Committee.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Adi B. Godrej, Chairman, stepped down from the Board of the Company with effect from April 01, 2017, with an intent to move away from active participation in the day to day functioning of the Company. He will however, continue to provide high level support in the capacity of Chairman Emeritus. The Board placed on record its appreciation for the valuable services rendered by Mr. Adi B. Godrej to the Company during his tenure as Chairman. Consequent to the said change, Mr. Pirojsha Godrej has been re-designated as Executive Chairman of the Company with effect from April 01, 2017 and Mr. Mohit Malhotra has been re-designated as Managing Director & Chief Executive Officer of the Company with effect from April 01, 2017.

On October 10, 2016, Ms. Parmeshwar A. Godrej, Non Executive Director of the Company, passed away. The Board while recording its heart-felt condolence at the demise of Ms. Parmeshwar A. Godrej, appreciated the contributions made by her towards the growth of the Company from its formative period.

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Pirojsha Godrej (DIN: 00432983) will retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-ao Dointment.

Mr. Pirojsha Godrej (DIN: 00432983) - Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director and Chief Executive Officer, Mr. Rajendra Khetawat -Chief Financial Officer and Mr. Surender Varma - Company Secretary & Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report. Pursuant to the approval of the members accorded at the Annual General Meeting held on August 09,2016, the Company had made the applications to the Central Government for waiver of recovery of excess remuneration paid to Mr. Pirojsha Godrej and Mr. Mohit Malhotra for financial year 2015-16 and to Mr. K T Jithendran for the period April

01, 2015 to December 15, 2015. The Central Government has granted approval for waiver for recovery of excess remuneration paid to Mr. K T Jithendran and directed to recover '' 15.72 lakh out of excess remuneration of '' 2.68 crore paid to Mr. Pirojsha Godrej. The Company has taken necessary steps to recover the amount of '' 15.72 lakh from Mr. Pirojsha Godrej. The approval in respect of application of Mr. Mohit Malhotra is awaited.

27. AUDITORS’ APPOINTMENT:

The Members of the Company at the 29^th Annual General Meeting had appointed Kalyaniwalla & Mistry LLP, Chartered Accountants, (Firm Registration no.:104607W/W100166) as the Statutory Auditors of the Company, to hold office from the conclusion of 29^th Annual General Meeting of the Company until the conclusion of the 32^nd Annual General Meeting.

As per the provisions of the Companies Act, no listed company shall appoint an audit firm as auditors for more than two terms of five consecutive years. The Companies Act also provided for additional transition period of three years from the commencement of the Act i.e. 1^st April, 2014. Accordingly, the term of the present Auditors, Kalyaniwalla & Mistry LLP expires at the conclusion of the forthcoming Annual General Meeting. The Board has recommended BSR & Co. LLP, Chartered Accountants, Firm Registration No. 101248W/W-100022, Mumbai as the Company''s new Statutory Auditors for a period of five years commencing from the conclusion of Thirty Second Annual General Meeting till the conclusion of the Thirty Seventh Annual General Meeting. BSR & Co. LLP, Chartered Accountants have confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Companies Act and that they are not disqualified to be appointed as statutory auditor in terms of the provisions of Section 139(1), Section 141(2) and Section 141(3) of the Companies Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. The Board of Directors recommends to the Members the appointment of

BSR & Co. LLP, Chartered Accountants as Statutory Auditors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by Kalyaniwalla & Mistry, Statutory Auditors, in their report.

28. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2017-18 at a fee of Rs, 1,05,000 (Rupees One Lakh Five Thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the Members at the ensuing Annual General Meeting pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

29. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed A K Jain & Co., Practicing Company Secretary, to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit is appended to this Report as Annexure VI.

There are no qualifications, reservations or adverse remarks or disclaimers made by A. K. Jain & Co., Company Secretary in practice, in their Secretarial Audit Report.

30. FRAUD REPORTING:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act and Rules framed there under either to the Company or to the Central Government.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

32. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the corporate governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

33. AUDIT COMMITTEE OF THE COMPANY:

Your Company''s Audit Committee comprises the following 7 (seven) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Amit B. Choudhury, Mr. Pranay D. Vakil, Dr. Pritam Singh, Mr. S. Narayan and Mr. Amitava Mukherjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

34. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VII to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

35. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 (“GPL ESGS”) is appended as Annexure VIII to this Report.

In view of the global meltdown and lower market prices of the shares of the Company and with a view to protect the interest of the employees of the Company to whom options under Godrej Properties Limited Employee Stock Option Plan (GPL ESOP) have been vested, the exercise period for the vested options was extended to December 27, 2016 with the prior approval of Members. However, none of the employees had exercised their options till December 27, 2016, being the last date of exercise period. Accordingly, the Board terminated the GPL ESOP and all the unexercised 2,41,400 options under the GPL ESOP were rendered lapsed. The lapsed and inappropriate equity shares held by the Trustees of GPL ESOP Trust on the date of termination have been sold on the recognized stock exchanges.

36. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2017 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

37. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31, 2017. The details of the award received are given at page no. 8 of this Report.

38. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company''s progress. The 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

Pirojsha Godrej

Place: Mumbai Executive Chairman

Date : May 04, 2017 (DIN: 00432983)

---

Mar 31, 2017

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Second Directors'' Report of your Company along with the financial statements for the financial year ended March 31, 2017.

1. OPERATING RESULTS :

Certain key aspects of the Company''s performance (on a standalone basis) during the financial year ended March 31, 2017, as compared to the previous financial year are summarized below:

Particulars	Financial Year 2016 - 2017 (Rs, In Crores)	Financial Year 2015 - 2016 (Rs, In Crores)
Revenue from Operations	457.14	374.17
Other Income	248.14	222.12
Total Income	705.28	596.29
Profit Before Tax	113.69	31.75
Profit After Tax	124.25	22.73
Other Comprehensive Income	(0.31)	(0.61)
Total Comprehensive Income	123.94	22.12

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 01, 2016 prescribed under section 133 of the Companies Act, 2013.

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.aodreiproperties.com/investor/corporateaovernance.

Your Company has been growing rapidly over the last few years. Given the significant weakness in the real estate market over the period, there have been significant business development opportunities available for the Company. The upcoming implementation of the Real Estate Regulatory Act, 2016 has given further impetus to consolidation in the industry and your Company believes there is considerable opportunity for your Company to add new projects at attractive valuations. With these kind of opportunities available and with our ambition to considerably scale the business, it is important for the Company to conserve cash. With this objective of investing strongly in new project opportunities, the Board of Directors have therefore not recommended any dividend for the financial year ended March 31, 2017.

3. SHARE CAPITAL :

During the financial year ended March 31, 2017, the Company had issued and allotted 104,326 equity shares of'' 5/- each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Grant Scheme, 2011. Consequently, the issued, subscribed and paid-up equity share capital of the Company has increased to 216,364,692 equity shares of '' 5/- each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme.

4. OVERVIEW OF OPERATIONS:

For the full financial year, GPL''s total income decreased by 24% and stood at Rs, 1,733 crore on a consolidated basis. However, EBITDA increased by 42% to Rs, 401 crore and net profit increased by 30% to Rs, 207 crore. An important contributor to the strong profit growth has been our flagship project ‘The Trees'' which attained revenue recognition much ahead of schedule.

The Company managed to demonstrate strong value addition to its development portfolio despite the current uncertainties and challenges in the real estate environment. GPL added 7 new projects with saleable area of 18 million sq. ft. The new projects signed are located in Bangalore, Pune, National Capital Region and Mumbai. The projects added are all of substantial size and are in line with the Company''s long term strategy of focusing on value accretive and risk efficient models.

From a sales perspective, despite a weak year on the whole due to regulatory approval delays resulting in a low number of new residential project launches, the projects which we were able to launch received an encouraging response. GPL registered booking volume of 3.1 million sq. ft. and booking value of Rs, 2,020 crore in an otherwise weak real estate market.

One project in particular that stood out in FY 2017 was Godrej Golf Links, our first project in Noida. GPL launched Godrej Golf Links in Greater Noida in the first week of November 2016 at a time when the NCR market was in the midst of a major slowdown. We sold over 6 lakh sq. ft. of villas with a booking value well in excess of Rs, 300 crore in a single day. For FY17, we managed to sell more than a million sq. ft. in this project with a booking value of Rs, 563 crore. We are proud of this achievement given that this was our first ever project in Noida and the launch was executed at a time when market conditions were very unsupportive. Godrej Greens in Pune also witnessed an overwhelming customer response despite being launched immediately after the government''s demonetization announcement. We sold 420,088 sq. ft. with a booking value ofRs, 187 crore inFY17at Godrej Greens.

On the operational front, we successfully delivered 4.55 million sq. ft. across four cities. We have now delivered over 15 million sq. ft. of real estate in the last four years which we believe demonstrates that our operational delivery is keeping pace with our sales acceleration over the past few years.

Sustainable development is an important part of our Company''s vision and we have received several recognitions for our leadership in environmental sustainability in FY17. GPL was ranked as the 2^nd best developer in Asia and 5^th best globally for its leadership in sustainable development by Global Real Estate Sustainability Benchmark Report (GRESB). Godrej One received LEED Platinum Rating for the office premises under the Commercial Interiors segment from the US Green Building Council (USGBC). This is one of the first such certifications in the country. GPL also received significant external recognition with a total of 60 awards being received in FY17.

5. FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY:

A cyclical downturn combined with demonetization and the implementation of the Real Estate (Regulation and Development) Act, 2016 has created short-term uncertainty in the sector. However these same factors will lead to consolidation and improved governance in the sector, which in turn will drive improved consumer confidence. The combination of this improved consumer confidence with far improved affordability that is the result of rising incomes, stagnant prices and reduced interest rates will propel the sector in a very positive direction over the next several years. The infrastructure status accorded to affordable housing is a game changing move that will open up more institutional sources for developers to raise funds at a competitive price. This move will encourage leading developers to enter this segment. We expect 2017 to be a transition year but the years ahead are likely to be very exciting ones for real estate development in India. Our brand, national presence, demonstrated track record and capabilities put us in a strong position to disproportionately benefit from any improvement in the environment and will allow us to remain on a high growth trajectory in the years ahead.

We will continue to pursue new projects through joint development agreements with land owners. In addition, we have also diversified our execution model by undertaking projects as a Project Development Manager on a fee basis. Our mission is to seek superior long-term growth in shareholder value by maximizing returns through optimal financing and fiscal discipline. The Company''s primary growth focus shall be on 4 key markets of Mumbai, NCR, Bengaluru and Pune, while at the same time opportunistically pursuing other key markets. The residential investment platform will enable us to enter projects which require large upfront capital investment.

On the operational front, the company shall be focusing on quick launch turnaround times and swift execution and delivery of projects. The company will continue to improve its project execution capabilities across regions, strengthened through continuously improving internal processes and internal capability building. In addition, a customer centric approach to growth, operational efficiency, optimizing return on capital and developing crisis and risk management capabilities will continue to remain the Company''s focus areas.

6. 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, 2017, 99.98 % of the equity shares of the Company were held in dematerialized form.

7. SCHEME OF AMALGAMATION OF HAPPY HIGHRISES LIMITED WITH THE COMPANY:

Happy High-rises Limited (“HHL”), a wholly owned subsidiary of the Company, was amalgamated with the Company in terms of the Scheme of Amalgamation (‘Scheme’) sanctioned by the National Company Law Tribunal vide its order dated March 29, 2017. The petition for the Scheme was originally filed by HHL with Hon''ble High Court of Judicature at Bombay for approval of the Scheme. Consequent to enforcement of provisions of Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 relating to merger, arrangement etc. with effect from December 15, 2016, cases relating to merger/amalgamations pending immediately before such date before any High Court, stood transferred to the National Company Law Tribunal (Tribunal/NCLT).

Accordingly, the order for approving the said Scheme was passed by the National Company Law Tribunal, Mumbai Bench. The appointed date of the Scheme was May 01, 2016. The Scheme has came into effect from April 25, 2017.

8. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 (the “Companies Act”) and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, is appended as Annexure II to this Report.

9. NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (four) times in the financial year ended March 31, 2017 on May 05, 2016, August 09, 2016, November 09, 2016 and February 02, 2017.

10. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

11. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on March 31,2017.

Hi. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made there under, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31, 2017ona ‘going concern'' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. They have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16(1)(b) of SEBI LODR Regulations.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The policy of the Company on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure III to this Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 2016 2017 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts - Note No 48 forming part of the Standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company at https:// www.aodreiproperties.com/investor/corporateaovernance.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31,2017 and the date of this Report, other than those disclosed in this Report.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure IV to this Report.

17. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of key executives and an independent director to identify and assess business risks and opportunities. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as Annexure V to this Report. The CSR Policy is available on the website of the Company at www. aodreiproperties.com/investors.

19. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

20. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board of Directors (Board), its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Chairman and the Nomination and Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

-Board processes (including Board composition, strategic orientation and team dynamics);

- Individual committees;

- Individual Board members; and

- Chairman''s Feedback Report

The following reports were created, as part of the evaluation:

- Board Feedback Report

- Individual Board Member Feedback Report

- Chairman''s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth along with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members feedback was shared with the Chairman. Following his evaluation, a Chairman''s Feedback Report was also compiled.

21. SUBSIDIARY COMPANIES:

A. Subsidiaries

During the financial year under review, Godrej Vikhroli Properties India Limited (incorporated as a result of conversion of Godrej Vikhroli Properties LLP), Godrej Skyline Developers Private Limited, Godrej Residency Private Limited, Pearlite Real Properties Private Limited, Godrej Real View Developers Private Limited, were incorporated as wholly owned subsidiaries of the Company. Happy Highrises Limited, wholly owned subsidiary of the Company, entered into a share purchase agreement with Citystar Infraprojects Limited and its shareholders and in terms of the said agreement, acquired the entire share capital of Citystar Infraprojects Limited. Consequent upon merger of Happy Highrises Limited with the Company, Godrej Properties Limited has become the member of Citystar InfraProjects Limited.

As at March 31,2017, the Company had 20 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Real Estate Private Limited, Godrej Buildcon Private Limited, Godrej Garden City Properties Private Limited, Godrej Projects Development Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Redevelopers (Mumbai) Private Limited, Godrej Green Homes Limited, Godrej Home Developers Private Limited, Godrej Hillside Properties Private Limited, Godrej Investment Advisers Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Highrises Properties Private Limited, Godrej Fund Management Pte Ltd, Godrej Genesis Facilities Management Private Limited, Godrej Skyline Developers Private Limited, Godrej Residency Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Vikhroli Properties India Limited and Citystar Infraprojects Limited.

The Company shall provide a copy of the financial statements of its subsidiary companies to the members of the Company on their request. The financial statements of its subsidiary companies will also be kept open for inspection by any members at the registered office of the Company during business hours and will also be available on the website of the Company.

During the financial year under review, GRIP II Pte. Ltd, an investee company under the Godrej Residential Investment Program II, had entered into Share Subscription, Share Purchase and Shareholders'' Agreements with the Company in respect of Godrej Greenview Housing Private Limited (GGHPL), Wonder Projects Development Private Limited (WPDPL) and Godrej Real View Developers Private Limited (GRVDPL), pursuant to which the Company has sold 80% of the equity share capital of GGHPL, WPDPL and GRVDPL to GRIP II Pte. Ltd. Likewise, the Company also entered into a Share Subscription, Share Purchase and Shareholders'' Agreement with GRIP II Pte. Ltd. pursuant to which the Company has sold 51% of the equity share capital of Pearlite Real Properties Private Limited (‘PRPPL’) to GRIP II Pte. Ltd. Consequently, GGHPL, WPDPL, GRVDPL and PRPPL have ceased to be subsidiary of the Company.

As at March 31, 2017, Wonder Space Properties Private Limited, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited and Godrej One Premises Management Private Limited are associate companies of the Company.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31,2017:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. MS Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. GodrejLandDevelopersLLP

13. Godrej Developers & Properties LLP

14. GodreiHiahrisesRealtvLLP

15. Godrej Project Developers & Properties LLP

16. AR Landcraft LLP

17. GodrejHighviewLLP

18. PrakhhyatDwellingsLLP

19. GodrejSkyviewLLP

20. Bavdhan Realty @ Pune21 LLP 22. Godrej Projects (Pune) LLP

C. Material Non-Listed Indian Subsidiary:

As at March 31, 2017, Godrej Buildcon Private Limited, a wholly owned subsidiary of the Company was considered material non-listed Indian subsidiary under Regulation 24 of SEBI LODR Regulations and accordingly one Independent Director of the Company was also on the Board of Godrej Buildcon Private Limited.

22. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements.

23. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

Sr. No.	Particulars	Amount in Rupees
1	Accepted during the year	0
2	Remained unpaid or unclaimed as at the end of the year	12,883,000
3	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-	0
	(i) at the beginning of the year	0
	(ii) maximum during the year	0
	(iii) at the end of the year	0
4	details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act	0

The Company has not accepted any deposits from its Directors.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

25. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. These are routinely tested and certified by Statutory as well as Internal Auditors. The audit observations on internal financial controls are periodically reported to the Audit Committee.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Adi B. Godrej, Chairman, stepped down from the Board of the Company with effect from April 01, 2017, with an intent to move away from active participation in the day to day functioning of the Company. He will however, continue to provide high level support in the capacity of Chairman Emeritus. The Board placed on record its appreciation for the valuable services rendered by Mr. Adi B. Godrej to the Company during his tenure as Chairman. Consequent to the said change, Mr. Pirojsha Godrej has been re-designated as Executive Chairman of the Company with effect from April 01, 2017 and Mr. Mohit Malhotra has been re-designated as Managing Director & Chief Executive Officer of the Company with effect from April 01, 2017.

On October 10, 2016, Ms. Parmeshwar A. Godrej, Non Executive Director of the Company, passed away. The Board while recording its heart-felt condolence at the demise of Ms. Parmeshwar A. Godrej, appreciated the contributions made by her towards the growth of the Company from its formative period.

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Pirojsha Godrej (DIN: 00432983) will retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-ao Dointment.

Mr. Pirojsha Godrej (DIN: 00432983) - Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director and Chief Executive Officer, Mr. Rajendra Khetawat -Chief Financial Officer and Mr. Surender Varma - Company Secretary & Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report. Pursuant to the approval of the members accorded at the Annual General Meeting held on August 09,2016, the Company had made the applications to the Central Government for waiver of recovery of excess remuneration paid to Mr. Pirojsha Godrej and Mr. Mohit Malhotra for financial year 2015-16 and to Mr. K T Jithendran for the period April

01, 2015 to December 15, 2015. The Central Government has granted approval for waiver for recovery of excess remuneration paid to Mr. K T Jithendran and directed to recover '' 15.72 lakh out of excess remuneration of '' 2.68 crore paid to Mr. Pirojsha Godrej. The Company has taken necessary steps to recover the amount of '' 15.72 lakh from Mr. Pirojsha Godrej. The approval in respect of application of Mr. Mohit Malhotra is awaited.

27. AUDITORS’ APPOINTMENT:

The Members of the Company at the 29^th Annual General Meeting had appointed Kalyaniwalla & Mistry LLP, Chartered Accountants, (Firm Registration no.:104607W/W100166) as the Statutory Auditors of the Company, to hold office from the conclusion of 29^th Annual General Meeting of the Company until the conclusion of the 32^nd Annual General Meeting.

As per the provisions of the Companies Act, no listed company shall appoint an audit firm as auditors for more than two terms of five consecutive years. The Companies Act also provided for additional transition period of three years from the commencement of the Act i.e. 1^st April, 2014. Accordingly, the term of the present Auditors, Kalyaniwalla & Mistry LLP expires at the conclusion of the forthcoming Annual General Meeting. The Board has recommended BSR & Co. LLP, Chartered Accountants, Firm Registration No. 101248W/W-100022, Mumbai as the Company''s new Statutory Auditors for a period of five years commencing from the conclusion of Thirty Second Annual General Meeting till the conclusion of the Thirty Seventh Annual General Meeting. BSR & Co. LLP, Chartered Accountants have confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Companies Act and that they are not disqualified to be appointed as statutory auditor in terms of the provisions of Section 139(1), Section 141(2) and Section 141(3) of the Companies Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. The Board of Directors recommends to the Members the appointment of

BSR & Co. LLP, Chartered Accountants as Statutory Auditors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by Kalyaniwalla & Mistry, Statutory Auditors, in their report.

28. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2017-18 at a fee of Rs, 1,05,000 (Rupees One Lakh Five Thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the Members at the ensuing Annual General Meeting pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

29. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed A K Jain & Co., Practicing Company Secretary, to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit is appended to this Report as Annexure VI.

There are no qualifications, reservations or adverse remarks or disclaimers made by A. K. Jain & Co., Company Secretary in practice, in their Secretarial Audit Report.

30. FRAUD REPORTING:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act and Rules framed there under either to the Company or to the Central Government.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

32. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the corporate governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

33. AUDIT COMMITTEE OF THE COMPANY:

Your Company''s Audit Committee comprises the following 7 (seven) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Amit B. Choudhury, Mr. Pranay D. Vakil, Dr. Pritam Singh, Mr. S. Narayan and Mr. Amitava Mukherjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

34. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VII to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

35. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 (“GPL ESGS”) is appended as Annexure VIII to this Report.

In view of the global meltdown and lower market prices of the shares of the Company and with a view to protect the interest of the employees of the Company to whom options under Godrej Properties Limited Employee Stock Option Plan (GPL ESOP) have been vested, the exercise period for the vested options was extended to December 27, 2016 with the prior approval of Members. However, none of the employees had exercised their options till December 27, 2016, being the last date of exercise period. Accordingly, the Board terminated the GPL ESOP and all the unexercised 2,41,400 options under the GPL ESOP were rendered lapsed. The lapsed and inappropriate equity shares held by the Trustees of GPL ESOP Trust on the date of termination have been sold on the recognized stock exchanges.

36. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2017 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

37. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31, 2017. The details of the award received are given at page no. 8 of this Report.

38. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company''s progress. The 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

Pirojsha Godrej

Place: Mumbai Executive Chairman

Date : May 04, 2017 (DIN: 00432983)

---

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

---

Mar 31, 2011

The Directors have pleasure in submitting the Annual Report along with the Audited Accounts for the year ended March 31, 2011.

Review Of Operations

Your Companys performance during the year as compared with that during the previous year is summarized below.

Rs. Crore Year ended March 31, 2011 2010

Sales of products and services 1,058.83 816.37

Other Income 195.71 175.33

Total Income 1,254.54 991.70

Total Expenditure other than Interest and Depreciation 1,026.56 823.07

Profit before Interest, Depreciation and Tax 227.98 168.63

Depreciation 28.85 28.39

Profit before Interest and Tax 199.13 140.24

Interest and Financial Charges (net) 63.12 60.25

Profit before Tax 136.01 79.99

Provision for Current Tax (1.36) (0.13)

Provision for Deferred Tax 3.94 (0.80)

Net Profit 133.43 80.92

Surplus brought forward 311.46 294.18

Profit after Tax available for appropriation 444.89 375.10

Appropriation

Your Directors recommend appropriation as under:

Dividend on Equity Shares 55.58 47.64

Tax on distributed profits 9.02 7.91

Transfer to General Reserve 13.34 8.09

Surplus Carried Forward 366.95 311.46

Total Appropriation 444.89 375.10

The Total Income increased by Rs. 262.84 crore from Rs. 991.70 crore to Rs. 1254.54 crore, a growth of 27%. The Net Profit for the year was Rs. 133.43 crore as compared to Rs. 80.92 crore in the previous year, a growth of 65%.

Dividend

The Board of Directors of your Company recommends a final dividend of Rs. 1.75 per equity share of Rs. 1/- each, aggregating Rs. 55.58 crore (previous year Rs. 1.50 per equity share).

Management Discussion And Analysis

There is a separate section on Management Discussion and Analysis appended as Annexure A to this Report, which includes the following:

- Industry Structure and Developments

- Discussion on financial performance with respect to operational performance

- Segmentwise performance

- Human Resources and Industrial Relations

- Opportunities and Threats

- Internal Control Systems and their adequacy

- Risks and Concerns

- Outlook

Subsidiary, Associate And Joint Venture Companies

Your Company has interests in several industries including animal feeds, agri-inputs, oil palm plantation and poultry, property development, personal and home care, beverages and confectionery, etc. through its subsidiary / associate / joint venture companies.

Godrej Agrovet Limited (GAVL)

Fiscal year 2011 has been an excellent year for GAVL. Consolidated Turnover increased to Rs. 1,897.47 crore, a 20% jump over the previous year and the Consolidated Profit after tax but before extra ordinary income increased from Rs. 32.58 crore to Rs. 59.57 crore, an increase of 83%.

The core businesses of Animal Feeds and Agri Inputs have had a very good year. The Animal Feeds business broke out of flat tonnages and registered a volume growth of over 10%. Several initiatives undertaken over the last few years – separating the poultry and cattle feed sales forces, building a strong marketing team, implementing SAP and investing in R&D – have begun to deliver substantial results and contributed to improving business performance. In fact, GAVL won an award for Customer Excellence from SAP for the excellent SAP implementation at GAVL.

GAVL also completed acquisition of the 51% stake in their Aqua Feed joint-venture, Godrej Gold Coin Aquafeed Limited, this year, and has since been merged with GAVL.

The Animal Feed business recorded a strong growth of 12% in volumes and 13% in revenue. Profitability too grew significantly by 63%, due to measures undertaken for margin expansion. GAVL also launched Summer Kool, a heat stress preventive cattle feed additive and Super Star, a high performance broiler feed. Both these products were well accepted and received overwhelming response from the market.

The Agricultural Inputs business had a very good year and grew by 20% in revenue and 40% in profit. Hitweed, our herbicide for broad leaf crops was a great success, with volumes growing from 21 KL in 2009-10 to 71 KL this year.

The Oil Palm business has attained a major milestone by crossing one lac MT of Fresh Fruit Bunches crushed during the year. During the year about 4,000 ha. were covered under Oil Palm Plantation taking the total to about 38,000 ha. Improvement in operational efficiencies and additional arrivals from newly emerging areas helped the business to post improved results during the year. Turnover increased to Rs. 115 crore, a jump of 80% over the previous year. Operating profit increased from Rs. 8 crore to Rs. 21 crore. During the year, the business successfully completed a capital expenditure programme including acquiring of Land at Chintampalli, Andhra Pradesh, for a new Palm Oil Mill and augmentation of capacity of existing Mill from 30 TPH to 40 TPH. The Union budget has allocated Rs. 300 crore towards the development of Oil Palm sector which is expected to boost performance of the business going forward.

Revenues from Poultry increased by 40% in FY 2010-11 as compared to the previous year.

Godrej Properties Limited (GPL)

GPL continues to take substantial strides towards its ambition of becoming a leading national real estate developer. GPL reported excellent financial and operational performance for fiscal year 2011. Consolidated total income increased by 43% over the previous year to Rs. 558.9 crore and net profit increased by 7% to Rs. 130.9 crore.

This business has unprecedented growth opportunities ahead with the scale rapidly increasing. The organization is also becoming more complex as it develops a pan India footprint.

GPL registered notable volumes this year, with successful launches in high growth cities and reported healthy construction progress across all existing projects, including Ahmedabad, Gurgaon, Kolkata, Bangalore and Mumbai.

Bookings grew by 132% over the previous year to 3.2 million square feet. Godrej Garden City our township project in Ahmedabad, continued to receive a strong response with bookings of 1.6 million square feet. Godrej Frontier, our foray into the National Capital Region, registered bookings of 0.68 million square feet and Godrej Prakriti, our residential project in Kolkata, saw bookings of 0.63 million square feet in the year.

In January 2011, the 35 acre, 2.8 million square feet mixed-use development, at Vikhroli, The Trees, was launched. GPL also entered into a joint development agreement with Bombay Footwear to develop 0.15 million square feet of residential space in Chembur, Mumbai and formed a separate subsidiary to focus on redevelopment opportunities in Mumbai.

Planet Godrej, Mumbai, was awarded the first Seven Star rating to any project by CRISIL and Godrej Eternia, Chandigarh received a Leadership in Energy and Environmental Design (LEED)-Platinum pre-certification. GPL also won the Construction World Award 2010 and was recognised as being among Indias top ten builders for the fifth consecutive year. GPL continues to focus on being an employer of choice and was ranked in the Top 100 in Indias Best Companies to Work For, a study conducted by the Economic Times.

Godrej International Limited (GINL)

Godrej International Limited is our subsidiary company, which trades worldwide in vegetable oils. In fiscal year 2011, GINL turnover increased by about 34% over the previous year to US$ 161.70 million and profits increased by about 46% to US$ 2.23 million. This performance has been noteworthy, given that it comes at a time of difficult and volatile markets. The lagging impact of the economic crisis seems to be reversing and we expect GINL to continue to do well in the year ahead.

Natures Basket Limited (NBL)

Our foray into gourmet food retailing, Natures Basket, has been ramping up very well with a strong expansion in Mumbai and beyond. We currently have 14 stores and plan for 8 new stores in the coming year. The business is well positioned as the retail destination for gourmet and fine food and is an excellent rub off on the Godrej brand.

The gross turnover of this business for the fiscal year 2011 was Rs. 56 crore, a growth of 63% over the previous year. We intend to focus on growing this business and its profitability over the next few years.

Godrej Hershey Limited (GHL)

Godrej Hershey, our food and beverages business is a Joint Venture between The Hershey Company (USA) and the Godrej Group, with your Company holding a 43.4% stake. This JV operates in multiple categories such as confectionery, beverages, and grocery items.

The Beverages portfolio consists of Jumpin (fruit drinks), Xs (juices and nectars) and Sofit (soya milk). Sofit is the market leader in the niche but fast growing soya milk market.

During fiscal year 2011, beverages grew 10% over the previous year and chocolate syrup grew by 47%. Both beverage brands, Jumpin and Sofit were made stronger with a consumer relevant re-stage exercise.

Nutrine Confectionery Company Limited (NCCL)

Nutrine Confectionery Company Limited, a wholly owned subsidiary of GHL, is a major player in the sugar confectionery business in

India. Its product portfolio includes strong brands like Maha Lacto, Maha Coffee Eclairs, Maha Choco, Nutrine Eclairs, Nutrine Lollipop, Aamras and Honeyfab.

NCCL has maintained its position as a leading player in confectionary market and the new product launches this year have reinvigorated its portfolio. During the last year, NCCL re-staged its flagship brand, Maha Lacto and launched Maha Coffee Eclairs and Maha Lacto Hattrick. Maha Coffee Eclairs is a highly differentiated innovation, which gives the consumer a unique coffee and chocolate experience in an eclairs format. The big thrust has been investment in brand building and the core brands and innovations have been aggressively supported in mass media.

The steep increase in input costs, primarily sugar, has put severe pressure on margins and NCCL has undertaken some major cost savings projects during the year, which have yielded benefits. NCCL is also aiming at addressing the issue of margins by launching differentiated product innovations that offer the consumer a marked jump in experience at higher price points.

Godrej Consumer Products Limited (GCPL)

GCPL had a good fiscal year 2011. Consolidated Net Sales stood at Rs. 3,643 crore, as against last years Sales of Rs. 2,041 crore and Profit After Tax increased by 51% from Rs. 340 crore last year to Rs. 515 crore in the current year.

This has also been a transformative year on many fronts. In June 2010, GCPL acquired the remaining 52% share in Godrej Sara Lee Limited and with the merger of the two businesses, GCPL is now the largest Indian Household and Personal Care company. We believe that this merger provides us a unique opportunity to significantly change the trajectory of our FMCG business as we leverage the complementary strengths of the two companies to create one GCPL.

GCPL continued the evolution from an Indian FMCG company to a leading emerging markets

FMCG company and has followed a very disciplined and focused globalization approach in line with its 3 by 3 strategy - presence in 3 continents - Asia, Africa and Latin America through 3 core categories - home care, hair care and personal wash. Through its numerous acquisitions, GCPL now has operations in Indonesia, South Africa, Nigeria, Argentina, Uruguay, UK and the Middle East. Its products are now available in 55 countries around the globe and about one third of revenues in fiscal year 2011 came from international operations.

GCPL is the leader in hair colour, home insecticides and liquid detergents and the number two player in soaps in the Indian market. GCPL is also the market leader in air fresheners and wet tissues in Indonesia, in hair colours in many countries in Africa and Latin America. GCPL is the number two player in home insecticides in Indonesia and hair extensions in South Africa.

Financial Position

The financial position of your Company continues to be sound. The loan funds at the end of the year stand at Rs. 554.22 crore as compared to Rs. 547.61 crore in the previous year. The debt equity ratio is 0.49 as compared to 0.52 last year. Your Company continues to hold the topmost rating of A1+ from ICRA for its commercial paper program (Rs. 160 crore, enhanced from Rs. 140 crore). ICRA has reaffirmed an A1+ rating for the short term debt instruments/other banking facilities (Rs. 595 crore). This rating of ICRA represents highest-credit quality carrying lowest-credit risk. ICRA also reaffirmed LAA rating for long-term debt, working capital and other banking facilities (Rs. 470 crore). This rating represents high-credit quality carrying low-credit risk.

ICRA Online has assigned a rating of the Fundamental Grade 4+ and the valuation Grade B to the Equity Research rating program of your Company. The Fundamental Grade 4 assigned to your Company implies that the Company has strong fundamentals relative to other listed securities in India, while + indicates relatively stronger position within the grading category. The Valuation grade B assigned implies that your Company is “moderately undervalued on a relative basis”.

Manufacturing Facilities

The chemicals division of your Company has manufacturing units at Vikhroli and Valia.

Vikhroli: Vikhroli factory has successfully completed two surveillance audits of the Integrated Management System (ISO 9001 : 2008, Environment Management Systems – ISO 14001 : 2004, Occupational Health & Safety Assessment Series – OHSAS 18001 : 2007) conducted by Bureau Veritas.

Valia: Valia factory, which is already certified for ISO-9001:2008 and ISO 14001:2004 standards, has also implemented OHSAS 18001:2007 and after Certification Audit by Bureau Veritas, it is now recommended for the certificate.

New products C20-90%, C22-98% Fatty Alcohols and Emulsifying Wax were successfully produced on commercial scale, new spray dryer plant commissioned for the production of SLS powder and needles.

The factory has implemented and is monitoring the GMP systems for the surfactant plant.

Vegoils Division (Wadala): This division continues as a contract processor of edible oils and vanaspati. The division recorded a turnover of Rs. 2.86 crore as against Rs. 2.44 crore in the previous year.

New manufacturing facilities at Ambernath

Your Company has acquired 17 acres of Industrial land at Additional Ambernath MIDC. The project involves expansion (and relocation of some of the existing facilities from Vikhroli) at Additional Ambernath Industrial Area, Thane district with a modern plant with state of the art technology.

The proposed manufacturing facilities at Ambernath will have suitable energy efficient technologies to reduce specific energy consumption.

In continuation of the environment friendly initiatives, your Company has additionally acquired 4 acres of land for GREEN BELT development.

Research And Development

In the current year, we have incorporated a separate R&D Centre, catering exclusively to the Chemicals business. The GIL Research Centre will soon be a recognized In-House R&D Unit, post its approval from the DSIR.

Activities have been initiated to develop new processes and modify existing processes for the manufacturing of premium quality fatty acids from economy grade raw materials. We will continue to focus our attention on high value fractionated fatty acids for the polymer, oilfield and lubricant industries. This year we have launched value added, upstream products, based on fatty alcohols, and continue to develop processes for high value derivatives of glycerine and fatty acids. Parallel to these activities, R&D has also taken up initiatives to develop and customize specialty surfactants specifically for the oral care and personal care markets, thus meeting customers specific needs.

Human Resource Development and Industrial Relations

Your Company was recognised among Indias Best 50 Companies to Work in a survey conducted by Great Place to Work Institute, India for inspiring trust among people, instilling pride in them and creating an environment within the workplace that promotes camaraderie.

Your Company has always emphasized on quality and its employees are encouraged to get involved in the continuous process of improving quality through TQM and quality circles. Two quality circles from the Vikhroli Factory viz, Shilpakar Quality Circle and Navanirman Quality Circle were recognized as “Excellent Quality Circle” and “Distinguished Quality Circle” respectively by the Quality Circle Forum of India in the 24th National Convention on Quality Circles held in Visakhapatnam.

Industrial relations at all plant locations remained harmonious. Your company entered into a 3-year wage agreement for Vikhroli Factory. Regular structured safety meetings were held with employees and safety programmes were conducted for them throughout the year.

Sustainability Update

There is a separate report on sustainability update as Annexure B to this Report.

Information Systems

Your Company had entered into a strategic alliance with Hewlett Packard (HP) for a comprehensive IT outsourcing and transformation project. The transition to HP services has been smooth and without any disruption to business operations. Application and Infrastructure maintenance services are improving on an ongoing basis. Several initiatives were taken on improvement of business processes for increasing business efficiency on the SAP and the CRM systems. These systems are now widely used across the organization as well as by customers.

Employee Stock Option Plan (ESOP)

During the financial year 2010-11, 10 employees of the Company were granted ESOPs based on their leadership responsibility and potential

Date of Grant of ESOP No. of ESOP No. of Employees

June 25, 2010 50,000 4

August 6, 2010 65,000 6

Total 1,15,000 10

Disclosure in compliance with clause 12 of the Securities and Exchange Board of India (Employees Stock Purchase Scheme) Guidelines, 1999 is given in Annexure C attached and forms a part of this report.

Employee Stock Grant Scheme 2011

The Shareholders had vide resolution passed through postal ballot on January 17, 2011 approved Employee Stock Grant Scheme 2011. Under the said scheme, the Company, based on performance criteria, will offer and allot shares of the Company for the benefit of employees and directors of the Company and its Subsidiary Companies (except those who are promoters or belong to the promoter group), not exceeding 25,00,000 (Twenty five lac only) shares on such terms and conditions as may be fixed or determined by the Board. The main objectives of the scheme are :

- To recognize and reward the efforts of employees and their continued association with the Company;

- To introduce an objective component of employee compensation, which would provide a direct linkage to the efforts of the employees with a measurable and widely accepted criterion i.e. the equity share price of the Company. This could act as a motivational tool for the employees of the Company;

- To keep long association with the Company;

- To have employee participation in equity shareholding of the Company;

- To provide the employees an incentive to continue and strengthen their association with the Company so as to result in long term benefits to the Company as well as the employee – shareowner;

- Bring long-term value to the equity shareholders;

- Motivate employees to better the Companys performance continuously.

On May 30, 2011, the Compensation Committee approved 3,61,797 stock grants equivalent to 3,61,797 equity shares of the Company to eligible employees in terms of the said Scheme. The grants would vest in three equal parts every year over the next three years. The exercise price is Rs. 1/- per equity share as provided in the Scheme.

Group for interse transfer of shares

As required under Clause 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting Group (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid SEBI Regulations are given in Annexure D attached herewith and forms a part of this Report.

Fixed Deposits

Your Company continues to accept public deposits for 13, 24 and 36 months tenor. The Fixed Deposits scheme has received an overwhelming response and the management of the company is thankful to all the investors for participating in the scheme and for the trust reposed in the company. During the year ended March 31, 2011, deposits aggregating to Rs. 57.38 crore have been mobilised and deposits aggregating to Rs. 7.87 crore have been repaid on maturity. The Company has no overdue deposits other than unclaimed deposits.

Depository System

Your Companys equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2011, 99.70 % of the equity shares of your Company were held in demat form.

Directors

During the year, Mr. V. F. Banaji and Mr. M. P. Pusalkar, Executive Directors, retired from the Company with effect from April 30, 2010 and ceased to be directors of the Company. Mr. V. N. Gogate, Independent Director, ceased to be a director with effect from July 27, 2010.

In accordance with Article 127 of the Articles of Association of the Company, Mr. V. M. Crishna, Mr. K. N. Petigara, Mr. J. N. Godrej and Ms. T. A. Dubash retire by rotation at the ensuing Annual General Meeting and offer themselves for reappointment.

Auditors

You are requested to appoint Auditors for the current year and to authorise the Board to fix their remuneration. The retiring auditors, Kalyaniwalla and Mistry, Chartered Accountants, are eligible for reappointment. A certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Audit committee

The Audit Committee, which was constituted pursuant to the provisions of Section 292A of the Companies Act, 1956 and the listing agreement, has reviewed the Accounts for the year ended March 31, 2011. The members of the Audit Committee are Mr. F.P. Sarkari (Chairman), Mr. S.A. Ahmadullah, Mr. K.N. Petigara and Mr. K.K. Dastur, all Independent Directors.

Directors responsibility statement

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

a) 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;

b) that such accounting policies have been selected and applied consistently, and such judgments and estimates have been made 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 or loss of the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

The Directors of your Company further confirm that proper systems are in place to ensure compliance of all laws applicable to the Company.

Corporate governance

As required by the existing clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. The Auditors have certified the Companys compliance of 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.

Additional information

Annexure E to this Report gives information in respect of Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo, 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 and forms a part of the Directors Report.

In the context of a globalizing Indian economy, increased number of subsidiaries and the introduction of accounting standards on consolidated financial statements, the Ministry of Corporate Affairs vide its circular no.2/2011 dated February 8, 2011 has granted a general exemption from publishing the accounts of subsidiaries provided certain conditions are fulfilled.

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 consolidated financial statements of the Company along with its subsidiaries forms a part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the financial statements of its subsidiaries.

The Audited Annual Accounts and related information of the Companys subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at the Companys registered office in Mumbai, India. All these reports / documents are available on the Companys website, www.godrejinds.com. The subsidiary companies documents will also be available for inspection at the respective registered offices of the subsidiary companies during business hours.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms a part of the Directors Report. As per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the Shareholders of the Company, excluding the statement of particulars of employees u/s 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

The Notes to the Accounts referred to in the Auditors Report is self-explanatory. Details of related party transactions are presented in Schedule 20, Note No. 19 to Annual Accounts of the Annual Report. In respect of the qualifications in the Audit Report, we state as follows:

Loans and Advances include Rs. 10.33 crore (Previous year Rs. 10.33 crore) advanced by the Company to certain individuals against pledge by way of deposit of equity shares of Gharda Chemicals Ltd. The Company has enforced its security and lodged the shares for transfer in its name, however, the transfer application has been rejected by Gharda Chemicals Ltd. and the Company filed an appeal before the Company Law Board against the rejection. The investee company had in the meanwhile, moved the Bombay High Court and the Court remanded the matter back to CLB. The CLB has advised that the parties may approach the Bench after final disposal of the suit filed by the investee company and the application made by minority shareholders under section 397/398 before the Honble High Court. The Company has filed an appeal with the Honble High Court against the order of the Company Law Board under Section 10 F of the Companies Act 1956, which is pending for final disposal. The recoverability of the advance is contingent upon the transfer and/or disposal of the said shares. It is the opinion of the management that the underlying value of the said shares is substantially greater than the amount of the loan.

Acknowledgement

Your Directors thank the Union Government, the Governments of Maharashtra and Gujarat as also all the Government agencies, banks, financial institutions, shareholders, customers, employees, fixed deposit holders, vendors and other business associates, who, through their continued support and co-operation, have helped as partners in your Companys progress.

For and on behalf of the Board of Directors

Adi Godrej Chairman

---

Mar 31, 2010

The Directors have pleasure in submitting the Annual Report along with the Audited Accounts for the year ended March 31, 2010.

REVIEW OF OPERATIONS

Your Companys performance during the year as compared with that during the previous year is summarized below.

Rs. Crore

Year ended March 31,

2010 2009

Sales of products and services 816.37 817.45

Other Income 175.33 154.03

Total Income 991.70 971.48

Total Expenditure other than Interest and Depreciation 823.07 867.46

Profit before Interest, Depreciation and Tax 168.63 104.02

Depreciation 28.39 26.46

profit before Interest and Tax 140.24 77.56

Interest and Financial Charges (net) 60.25 61.06

profit before Tax 79.99 16.50

Provision for Current Tax (0.14) 1.23

profit after Current Tax 80.13 15.27

Provision for Deferred Tax (0.80) (3.41)

Profit after Current and Deferred Taxation 80.93 18.68 profit on sale of undertaking

(extraordinary item, net of tax) - 0.26

Net profit 80.93 18.94

Adjustments in respect of prior years - (0.86) Surplus brought forward (after adjusting excess provision for dividend & tax on distributed profit) 294.18 324.37

profit after Tax available for appropriation 375.11 342.45

Appropriation

Your Directors recommend appropriation as under:

Dividend on Equity Shares 47.65 39.97

Tax on distributed profits 7.91 6.79

Transfer to General Reserve 8.09 1.81

Surplus Carried Forward 311.46 293.88

Total Appropriation 375.11 342.45





The total income increased by Rs. 20.22 crore from Rs. 971.48 crore to Rs. 991.70 crore. The Net profit for the year was Rs. 80.93 crore as compared to Rs.18.94 crore in the previous year.

DIVIDEND

The Board of Directors of your Company recommends a final dividend of Rs. 1.50 per equity share of Re. 1/- each, aggregating Rs. 47.65 crore (previous year Rs. 1.25 per equity share).

MANAGEMENT DISCUSSION AND ANALYSIS

There is a separate section on Management Discussion and Analysis appended as Annexure A to this Report, which includes the following:

. Industry Structure and Developments

. Discussion on financial performance with respect to operational performance

. Segmentwise performance

. Human Resources and Industrial Relations

. Opportunities and Threats

. Internal Control Systems and their adequacy

. Risks and Concerns

. Outlook

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

Your Company has interests in several industries including animal feeds, poultry and agro-products, oil palm plantation, property development, personal and home care, beverages and confectionery, etc. through its subsidiary / associate / joint venture companies.

Godrej Agrovet Limited (GAVL):

The turnover of GAVL increased from Rs. 1,283.46 crore to Rs. 1,391.60 crore, an 8% increase over the previous year. The profit after tax but before extra ordinary income increased from Rs. 13.32 crore to Rs. 21.71 crore.

The year under review saw the core businesses of Animal Feeds and Agri Inputs returning an extremely good performance, both in revenue and profit.

The Animal Feed business recorded a growth of 16% in revenue and 31% in profit. The profitability grew due to expansion of contribution margins and control over fixed overheads. The expansion of contribution margins was possible due to efficient sourcing, improved formulation and successful R & D efforts.

The Agricultural Inputs business grew by 19% in revenue and 22% in profitability. This success is even more impressive in the light of a failed monsoon and drought conditions that followed. The sales growth was fuelled by innovative products from in-house R & D in addition to growth in the more commoditised pesticides and Organic Manure Mixture.

GAVL enjoyed significantly lower borrowing costs on account of efficient treasury management. GAVL also successfully implemented SAP in its Animal Feed business and the implementation has started yielding significant business benefits .

During the year, GAVL transferred its entire shareholding in Natures Basket Limited (NBL) to your Company. GAVL continues to be the holding Company of Godrej Oil Palm Limited (GOPL), Cauvery Palm Oil Limited (CPOL) and Golden Feed Products Limited (GFPL).

Godrej Properties Limited (GPL):

During the year 2009–10, GPL entered the capital market with an Initial Public Offer (IPO) of 9,429,750 equity shares of Rs. 10/- each, through 100% Book Building Process wherein 7,732,405 equity shares were allotted to the subscribers, at a premium of Rs. 480/- per share and 1,697,345 equity shares were allotted to certain Anchor Investors at a premium of Rs. 520/- per share. The issue was subscribed about 3.6 times. GPL shares were listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited on January 5, 2010.

GPL posted a total revenue of Rs. 313.43 crore for the year ended March 31, 2010 from Rs. 255.52 crore for the year ended March 31, 2009, thereby a growth of 23% over last year. The net profit grew by 62% at Rs. 124.19 crore for the year ended March 31, 2010 from Rs. 76.62 crore for the year ended March 31, 2009. During the year, GPL successfully completed several projects, most notably the 1st Phase of Godrej Waterside - commercial project in Kolkata, Godrej Woodsman Estate - a residential project in Bangalore and Godrej Coliseum in Mumbai. At the end of 2009-10, the completed developed area of GPL stood at 7.55 mn sq. ft. compared to 3.63 mn sq. ft. in 2008-09. During the year GPL successfully launched mid-income residential projects in Ahmedabad and Kolkata and it commenced operations in Chandigarh, Chennai and Mangalore.

GPL launched a state-of-the art township project, Godrej Garden City in Ahmedabad in March 2010. It is one amongst 16 founding projects of the Climate Positive Development Program, a Clinton Climate Initiative (CCI) program that will support the development of large-scale urban projects that demonstrate cities can grow in ways that are "Climate Positive." Climate Positive real estate developments will strive to reduce the amount of on-site CO2 emissions to below zero. The project received an overwhelming response, the first phase has been entirely booked within 10 days of its launch.

Godrej International Limited (GINL):

GINL trades worldwide in vegetable oils. GINLs turnover increased by about 4% to US$ 120.27 million from US$ 115.50 million whilst profits increased by about 11% to US$ 1.53 million from US$ 1.38 million. The company improved its turnover and profits despite diffi cult markets and lower unit value of vegetable oils. As the world economy recovers, the company should continue to do well.

Godrej Hershey Limited (GHL):

Your Company holds a 43.4% stake in GHL. During the year under review, beverages grew 8% over the previous year and chocolate syrup grew 82% over the previous year. The gross margin was under pressure due to unprecedented rise in commodity prices particularly, sugar, glucose and dairy products. There were some major cost saving projects undertaken that yielded benefits ts during this year.

Nutrine Confectionery Company Limited (NCCL):

NCCL, a 100% subsidiary of GHL, is a major player in confectionery business in India. Its product portfolio includes strong brands such as MahaLacto, Nutrine Eclairs, Koko Naka, Honey Fab, Aam Ras, Aasay, SuperStar and Gulkand. Nutrine Lollipop was re-launched with an innovative packaging that provided the much needed momentum to the brand thereby doubling its sales. Nutrine Froot Shoot was re-launched with a modern and contemporary packaging to appeal more to the kids and upgrade the brand to justify Rs. 2/- price point. Nutrine Chatkeeli Imli was launched in Q4 which marked the move of GHL into spicy / tangy segment of fruit candies. This market contributes to about 30% of fruit confectionary and is growing at a very healthy rate.

For the first time, a customer relationship program was held for Maha Lacto in which over 2,000 channel partners were invited in a ‘Meet & Greet Dhoni event. This was held in Chennai and turned out to be a huge hit with the wholesalers and distributors who participated in the same.

Apart from this, a consumer promotion was launched in which kids were invited to meet their idol – M.S. Dhoni. This promotion saw an overwhelming response in key states leading to a jump in sales post the event.

Godrej Consumer Products Limited (GCPL):

GCPL is one of the leading companies in the FMCG sector with a presence in the Personal and Household Care business. During the year under review the company has endeavored to build on its strong foundation and to create an even stronger future. The year has seen the introduction of many new products combined with several other growth initiatives which included a focused expansion into the rural and interior regions. GCPLs new product introductions span all the companys categories comprising soaps, hair colourants, toiletries and a new range of hand hygiene products. All these launches have been after a rigorous amount of research and interaction with the target consumer.

In the soaps business GCPL introduced two new variants of Godrej No. 1 namely ‘Lime and Aloe Vera and ‘Moisturising soap with nourishment of Milk Cream & Almonds. With this the Godrej No. 1 portfolio now comprises nine variants. Godrej No. 1 is one of the three chosen power brands of GCPL and is today valued at over Rs. 500 crore. During the year, Godrej No. 1 maintained its leadership position in the States of Uttaranchal, Punjab, Himachal, and Gujarat and has emerged as the leader in Uttar Pradesh as well.

In the hair colourants business, GCPL re-launched its ‘Godrej Expert Hair colour brand during the year. This is GCPLs power brand. Godrej Expert Colour is now available in liquid form as well as powder form. In Renew brand, GCPL launched Godrej Renews Ravishing Reds Collection with two new shades, Wine Red and Plum Crazy. Both these new launches have been very well liked.

GCPLs international operations too performed encouragingly especially on the back of the ‘One Africa program which enabled it to derive numerous synergies across the continent and thereby strengthen GCPLs presence. Keyline brands key offerings, namely the ‘Cuticura Hand Hygiene range, ‘Bio-oil, P20 performed strongly. In South Africa ‘Inecto Powder Hair Colours have been relaunched. ‘Cuticura Hand Hygiene range, Godrej Expert Hair Colour and Godrej Nupur Mehendi were launched in the GCC and the Middle East in the current year.

GCPL acquired 49% stake in Godrej Sara Lee Limited (GSLL), an unlisted joint venture between the Godrej Group and Sara Lee Corporation USA earlier during the year. Subsequently in, May 2010 it entered into an agreement to acquire the remaining 51% stake. GSLL has a range of products that are complementary to GCPLs existing offerings and there is significant potential to derive synergies from the combined operations. GCPL has also been able to acquire strong, local, personal and household care brand in key emerging markets. It has acquired Megasari, a leading FMCG player in household care sector in Indonesia and has agreed to acquire Tura, a leading personal care player in Nigeria.

Financial Performance of GCPL

On a consolidated basis, GCPL registered a net income of Rs. 2,088.50 crore as compared to Rs. 1,433.13 crore in the previous year and GCPLs profit after tax increased by 96% from Rs. 173.26 crore in the previous year to Rs. 339.59 crore in the current year. GCPL has paid a total dividend at the rate of Rs. 4.25 per equity share of face value Re. 1.

Godrej Hygiene Care Limited (GHCL)

The Board of Directors of your Company, at its meeting held in May 2009, approved a scheme for the merger of GHCL a 100% subsidiary of your Company, into Godrej Consumer Products Limited (GCPL).

The scheme has been approved by the Honable High Court, Bombay in October 2009. The Appointed date of the merger is June 1, 2009 and the assets and liabilities of GHCL stands transferred to and vested in GCPL from that date. Pursuant to the said scheme of arrangement, 51,07,125 equity shares held by GHCL in Godrej Sara Lee Limited, stood transferred to and vested in GCPL and your Company received 209,39,409 equity shares of GCPL in lieu thereof as per the terms of the Scheme of Arrangement. 25% of these shares are locked in till November 2012.

FINANCIAL POSITION

The financial position of your company continues to be sound.

The loan funds at the end of the year stand at Rs. 547.61 crore as compared to Rs. 600.96 crore at the end of the previous year. The debt equity ratio is 0.52 as compared to 0.57 last year.

Your Company continues to hold the topmost rating of A1+ from ICRA for its commercial paper program (Rs. 140 crore) (enhanced from Rs. 100 crore). ICRA has also assigned an A1+ rating for its short term debt instruments/other banking facilities (Rs. 595 crore) (enhanced from Rs. 570 crore). This rating of ICRA represents highest-credit quality carrying lowest-credit risk. ICRA also assigned LAA rating for long-term debt, working capital and other banking facilities (Rs. 370 crore) (enhanced from Rs. 330 crore). This rating represents high-credit quality carrying low- credit risk.

MANUFACTURING FACILITIES

The Chemicals Division of your Company has manufacturing facilities at Vikhroli and Valia. Effective January 1, 2010, leadership across both the factories has been integrated with one head for manufacturing and engineering services.

Vikhroli:

Vikhroli factory has successfully implemented OHSAS 18001: 2007 standards last year.

Post implementation of OHSAS 18001: 2007, surveillance audit of the Integrated Management System (Quality Management Systems-ISO 9001:2000, Environment Management Systems-ISO 14001:2004 and Occupational Health & Safety Assessment Series- OHSAS 18001:2007), was conducted by Bureau Veritas.

The factory has been re-certified for the Integrated Management System in which ISO 9001:2000 has been upgraded to ISO 9001:2008 standards during last year.

Valia:

Valia factory has successfully recertified for ISO-14001:2004 & ISO-9001:2008 upgradation after surveillance audit conducted by Bureau Veritas to check the effectiveness and improvements under the system and on environment and quality front. The factory is recommended for continuation of both certificates. This factory has successfully implemented cost effective separation of C8, C10, C12 and C14 alcohols.

Vegoils Division:

This Division continues as a contract processor of edible oils and vanaspati. The division recorded a turnover of Rs. 2.44 crore as against Rs. 2.45 crore in the previous year.

RESEARCH AND DEVELOPMENT

Activities have been initiated to develop new process/modify existing processes for the manufacturing of premium quality fatty acids from economy grade raw materials for high value fractionated fatty acids for the polymer, oilfield and lubricant industries. Parallel to these activities, the R&D department has taken up initiatives to develop customers for specialty surfactants and glycerin for oral care and personal care products to meet their specific needs.

INFORMATION SYSTEMS

Your Company had entered into a strategic alliance with Hewlett Packard (HP) for a comprehensive IT outsourcing and transformation project. The transition to HP services has been smooth and without any disruption to business operations.

The customer relationship management package (eCRM) has been re-launched on the robust SAP platform. The domestic portal, named Rishta has been rolled out to 150 plus customers. The international eCRM was launched in February 2010 and already has 50 plus key customers.

EMPLOYEE STOCK OPTION PLAN (ESOP):

During the financial year 2009-10, 20 employees of the Company were granted ESOPs based on their leadership responsibility and potential:

Date of Grant of ESOP No. of ESOP No. of employees August 10, 2009 8,60,000 20



Disclosure in compliance with clause 12 of the Securities and Exchange Board of India (Employees Stock Purchase Scheme) Guidelines, 1999 is given in Annexure B attached and forms a part of this report.

GROUP FOR INTERSE TRANSFER OF SHARES

As required under Clause 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting Group (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid SEBI Regulations are given in Annexure C attached herewith and forms a part of this Report.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

Your Company encourages a culture that develops and empowers people, promotes team building, nurtures new ideas and uses information technology to support HR processes and initiatives. These efforts were recently recognized when the Company received an award for "Excellence in HR through Technology" at the World HRD Congress held in Mumbai on February 13, 2010.

Your Company has always emphasized on quality and its employees are encouraged to get involved in the never-ending process of improving quality through Total Quality Management and quality circles. Two quality circles from the Vikhroli Factory of the Company were recognized as "Excellent Quality Circles" by the Quality Circle Forum of India in the 23rd National Convention on Quality Circles held in Bangalore from 19-21 December 2009.

Industrial relations at all plant locations remained harmonious. Regular structured safety meetings were held with employees and safety programmes were conducted for them throughout the year.

Inclusiveness

It has been the endeavour of your Company to provide opportunities to socially and economically underprivileged persons, particularly those belonging to Scheduled Castes / Scheduled Tribes and physically challenged individuals. Your Company supports underprivileged children for education through scholarships and mid-day meal programs at the school level.

Your Company gave permanent employment to five physically challenged persons.

CORPORATE SOCIAL RESPONSIBILITY

Your Company as part of the Godrej group aims to build a brighter, more sustainable India.

During the year your Company undertook various activities as a part of its Corporate Social Responsibility. Your Company instituted the Indian chapter of ‘Table For Two initiative at the World Economic Forums India Summit in December last year. This initiative was targeted at addressing hunger and malnutrition in the developing world by combining our organizations tradition of serving society and your individual involvement.

Your Company continues to support Heroes AIDS Project (HAP). HAP is a national HIV/AIDS initiative launched in July 2004 to work with media organizations and societal leaders in India. It seeks to develop coordinated campaigns to address the spread of HIV/AIDS and reduce stigma and discrimination by influencing public perception and policy through two platforms, advocacy and communications.

Under the Teach for India initiative, your Company has sponsored one Company employee for a period of 2 years under Teach for India Fellowship program which is run by Teach for India, an organization established in 2008 to bridge the educational divide and increase the participation of highly skilled leaders in the education sector of India. Under this program, the sponsored employee is committed to teach for two years in low-income urban and rural public schools. During the year, your Company donated fly catcher machines through Lions Club to various hospitals, orphanages, old age homes, home for blind, BMC run schools etc. Your Company distributed scholarships to Scheduled Caste (SC) / Scheduled Tribes (ST) primary school children covering three schools and also distributed note books to SC/ST primary school children in village Kanerao.

ENVIRONMENT AND SOCIAL CONCERN

Your Company continues its efforts for the betterment of the environment and conservation of scarce natural resources.

Your Company planted 4,500 trees in the Companys premises at Valia and environmental training sessions were conducted by Companys personnel at ITI Valia and Anchor Institute, DDIT, Ahmedabad and Ankleshwar.

Your Company continued "Rain water harvesting" initiatives undertaken at its factory and in the staff quarters at Vikhroli. So far 18,500 m3 of water has been collected at Vikhroli factory and staff quarters for the Year 2009-10. This process has resulted in saving water and consequently, the costs, thereof.

To prevent pollution to environment, efforts are made to convert waste from the factories into an environment friendly product and then dispose off the same safely. Your Company continued its arrangement with Trans Thane Creek Waste Management Association for the treatment of solid waste being generated at the Companys factory at Vikhroli. More areas of wasteland have been converted into garden using water from ETP.

As part of your Companys continued commitment to conserve natural resources, and also to ward off the ever increasing water shortage, the Company has successfully commissioned a Reverse Osmosis plant to upgrade ETP treated water to boiler feed water resulting into effective recycling of ETP treated water.

Vikhroli factory continues to convert the bio degradable waste into bio compost with the help of an NGO. The Vikhroli factory focused on waste elimination and also continued energy conservation measures.

The Valia factory has improved / modified in Generation / Transfer/ Treatment / Monitoring and disposal pattern of waste water and treated water. Achieved significant reduction of main waste water pollutant parameter i.e. COD Value at inlet of ETP compared to last year and streamlined/optimized the operation and treatment capability of ETP.

FIXED DEPOSITS

Your Company continues to accept public deposits for 13, 24 and 36 months tenure. The Fixed Deposits scheme has received an overwhelming response and the management of the company is thankful to all the investors for participating in the scheme and for the trust reposed in the company. During the year ended March 31, 2010, deposits aggregating to Rs. 76.38 crore have been mobilised and deposits aggregating to Rs. 0.60 crore have been repaid on maturity. The Company has no overdue deposits other than unclaimed deposits.

DEPOSITORY SYSTEM

Your Companys equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2010, 99.68 % of the equity shares of your Company were held in demat form.

BUYBACK

Pursuant to the resolution passed by the Board of Directors of the Company and in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, the Company made a Public Announcement to Buyback 57,00,000 equity shares ("Maximum Offer Shares") of Re. 1 each, from the existing owners of equity shares other than Persons in Control, at a price not exceeding Rs. 275 (Rupees Two Hundred and Seventy Five Only) per equity share (the "Maximum Offer Price") payable in cash, for an aggregate amount not exceeding Rs. 99 crore ("Maximum Offer Size"). During the year your Company bought back and extinguished 21,33,710 equity shares of face value Re. 1 each. The total amount invested in the Buyback is Rs. 28,86,58,132/- representing 29.16% of the Maximum Offer Size. The change in the paid up capital of the Company consequent to the Buyback is given hereunder :-

Particulars No. of shares

Equity share capital before Buyback (i.e. on May 319,758,602 24, 2009)

Less: Equity Shares bought back and extinguished 2,133,710 (from May 25, 2009 to July 28, 2009 )

Equity share capital after Buyback (i.e. on July 317,624,892 29, 2009)

DEVELOPMENT OF PROPERTY AT VIKHROLI

During the year your Company has entered into a Memorandum of Understanding (MoU) with Godrej & Boyce Mfg. Co. Ltd. and Godrej Properties Ltd. for development of the property at Vikhroli.

The binding MoU provides for setting up of suitable Special Purpose Vehicle(s) to execute joint development of the property as also the commercial terms for such development including the sharing of costs and revenues/profit between your Company and GPL, who

would be developing the said property. The MoU is subject to all the parties obtaining appropriate corporate and statutory permissions/ consents to execute the definitive agreements inter-se and the Company obtaining appropriate shareholders approval.

DIRECTORS

In accordance with Article 127 of the Articles of Association of the Company, Mr. F. P. Sarkari, Mr. S.A. Ahmadullah, Mr. A.B. Godrej, Mr. K.K. Dastur retire by rotation at the ensuing Annual General Meeting and offer themselves for reappointment. Mr. V.N. Gogate, also retires by rotation at this Annual General Meeting. However in view of his advanced age, Mr. V.N. Gogate has not offered himself for reappointment. Mr. V.N. Gogate has been on the Board of the Company since 1995 and the Board records its appreciation for the contribution made by him during his tenure with the Company.

AUDITORS

You are requested to appoint Auditors for the current year and to authorise the Board to fix their remuneration. The retiring auditors, Kalyaniwalla and Mistry, Chartered Accountants, are eligible for reappointment. A certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDIT COMMITTEE

The Audit Committee, which was constituted pursuant to the provisions of Section 292A of the Companies Act, 1956 and the listing agreement, has reviewed the Accounts for the year ended March 31, 2010. The members of the Audit Committee are Mr. F. P. Sarkari (Chairman), Mr. V.N. Gogate, Mr. S.A. Ahmadullah and Mr. K.N. Petigara, all Independent Directors. The Board of Directors of the Company at its meeting held on May 26, 2010 has appointed Mr. K.K. Dastur as an Audit Committee member with immediate effect.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

a) 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;

b) that such accounting policies have been selected and applied consistently, and such judgments and estimates have been made 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 or loss of the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As required by the existing clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. The Auditors have certified the Companys compliance of 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.

ADDITIONAL INFORMATION

Annexure D to this Report gives information in respect of Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo, 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 and forms a part of the Directors Report.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms a part of the Directors Report. As per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the Shareholders of the Company, excluding the statement of particulars of employees u/s 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

The Notes to the Accounts referred to in the Auditors Report is self-explanatory. However in respect of the qualifications in the Audit Report, we state as follows:

Loans and Advances include Rs. 10.33 crore (Previous year Rs. 10.33 crore) advanced by the Company to certain individuals against pledge by way of deposit of equity shares of Gharda Chemicals Ltd. The Company has enforced its security and lodged the shares for transfer in its name, however, the transfer application has been rejected by Gharda Chemicals Ltd. and the Company filed an appeal before the Company Law Board against the rejection. The investee company had in the meanwhile, moved the Bombay High Court and the Court remanded the matter back to CLB. The CLB has advised that the parties may approach the Bench after final disposal of the suit filed by the investee company and the application made by minority shareholders under section 397/398 before the Honble High Court. The Company has filed an appeal with the Honble High Court against the order of the Company Law Board under Section 10 F of the Companies Act 1956, which has been admitted.

The recoverability of the advance is contingent upon the transfer and/or disposal of the said shares. It is the opinion of the management that the underlying value of the said shares is substantially greater than the amount of the loan.

ACKNOWLEDGEMENT

Your Directors thank the Union Government, the Governments of Maharashtra and Gujarat as also all the Government agencies, banks, financial institutions, shareholders, customers, employees, fixed deposit holders, vendors and other business associates, who, through their continued support and co-operation, have helped as partners in your Companys progress.

For and on behalf of the Board of Directors

A.B. Godrej Chairman

Mumbai, June 4, 2010

---

Mar 31, 2010

The Directors have pleasure in submitting the Annual Report along with the Audited Accounts for the year ended March 31, 2010.

DIVIDEND

The Board of Directors of your Company recommends a fi nal dividend of Rs. 1.50 per equity share of Re. 1/- each, aggregating Rs. 47.65 crore (previous year Rs. 1.25 per equity share).

MANAGEMENT DISCUSSION AND ANALYSIS

There is a separate section on Management Discussion and Analysis appended as Annexure A to this Report, which includes the following:

- Industry Structure and Developments

- Discussion on fi nancial performance with respect to operational performance

- Segmentwise performance

- Human Resources and Industrial Relations

- Opportunities and Threats

- Internal Control Systems and their adequacy

- Risks and Concerns

- Outlook

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

Your Company has interests in several industries including animal feeds, poultry and agro-products, oil palm plantation, property development, personal and home care, beverages and confectionery, etc. through its subsidiary / associate / joint venture companies.

Godrej Agrovet Limited (GAVL):

The turnover of GAVL increased from Rs. 1,283.46 crore to Rs. 1,391.60 crore, an 8% increase over the previous year. The Profi t after tax but before extra ordinary income increased from Rs. 13.32 crore to Rs. 21.71 crore.

The year under review saw the core businesses of Animal Feeds and Agri Inputs returning an extremely good performance, both in revenue and profi t.

The Animal Feed business recorded a growth of 16% in revenue and 31% in profi t. The profi tability grew due to expansion of contribution margins and control over fixed overheads. The expansion of contribution margins was possible due to effi cient sourcing, improved formulation and successful R & D efforts.

The Agricultural Inputs business grew by 19% in revenue and 22% in profi tability. This success is even more impressive in the light of a failed monsoon and drought conditions that followed. The sales growth was fuelled by innovative products from in-house R & D in addition to growth in the more commoditised pesticides and Organic Manure Mixture.

GAVL enjoyed signifi cantly lower borrowing costs on account of effi cient treasury management. GAVL also successfully implemented SAP in its Animal Feed business and the implementation has started yielding signifi cant business benefi ts.

During the year, GAVL transferred its entire shareholding in Natures Basket Limited (NBL) to your Company. GAVL continues to be the holding Company of Godrej Oil Palm Limited (GOPL), Cauvery Palm Oil Limited (CPOL) and Golden Feed Products Limited (GFPL).

Godrej Properties Limited (GPL):

During the year 2009–10, GPL entered the capital market with an Initial Public Offer (IPO) of 9,429,750 equity shares of Rs. 10/- each, through 100% Book Building Process wherein 7,732,405 equity shares were allotted to the subscribers, at a premium of Rs. 480/- per share and 1,697,345 equity shares were allotted to certain Anchor Investors at a premium of Rs. 520/- per share. The issue was subscribed about 3.6 times. GPL shares were listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited on January 5, 2010.

GPL posted a total revenue of Rs. 313.43 crore for the year ended March 31, 2010 from Rs. 255.52 crore for the year ended March 31, 2009, thereby a growth of 23% over last year. The net profi t grew by 62% at Rs. 124.19 crore for the year ended March 31, 2010 from Rs. 76.62 crore for the year ended March 31, 2009. During the year, GPL successfully completed several projects, most notably the 1st Phase of Godrej Waterside - commercial project in Kolkata, Godrej Woodsman Estate - a residential project in Bangalore and Godrej Coliseum in Mumbai. At the end of 2009-10, the completed developed area of GPL stood at 7.55 mn sq. ft. compared to 3.63 mn sq. ft. in 2008-09. During the year GPL successfully launched mid-income residential projects in Ahmedabad and Kolkata and it commenced operations in Chandigarh, Chennai and Mangalore.

GPL launched a state-of-the art township project, Godrej Garden City in Ahmedabad in March 2010. It is one amongst 16 founding projects of the Climate Positive Development Program, a Clinton Climate Initiative (CCI) program that will support the development of large-scale urban projects that demonstrate cities can grow in ways that are “Climate Positive.” Climate Positive real estate developments will strive to reduce the amount of on-site CO2 emissions to below zero. The project received an overwhelming response, the fi rst phase has been entirely booked within 10 days of its launch.

Godrej International Limited (GINL):

GINL trades worldwide in vegetable oils. GINL’s turnover increased by about 4% to US$ 120.27 million from US$ 115.50 million whilst profi ts increased by about 11% to US$ 1.53 million from US$ 1.38 million. The company improved its turnover and profi ts despite diffi cult markets and lower unit value of vegetable oils. As the world economy recovers, the company should continue to do well.

Godrej Hershey Limited (GHL):

Your Company holds a 43.4% stake in GHL. During the year under review, beverages grew 8% over the previous year and chocolate syrup grew 82% over the previous year. The gross margin was under pressure due to unprecedented rise in commodity prices particularly, sugar, glucose and dairy products. There were some major cost saving projects undertaken that yielded benefi ts during this year.

Nutrine Confectionery Company Limited (NCCL):

NCCL, a 100% subsidiary of GHL, is a major player in confectionery business in India. Its product portfolio includes strong brands such as MahaLacto, Nutrine Eclairs, Koko Naka, Honey Fab, Aam Ras, Aasay, SuperStar and Gulkand. Nutrine Lollipop was re-launched with an innovative packaging that provided the much needed momentum to the brand thereby doubling its sales. Nutrine Froot Shoot was re-launched with a modern and contemporary packaging to appeal more to the kids and upgrade the brand to justify Rs. 2/- price point. Nutrine Chatkeeli Imli was launched in Q4 which marked the move of GHL into spicy / tangy segment of fruit candies. This market contributes to about 30% of fruit confectionary and is growing at a very healthy rate.

For the fi rst time, a customer relationship program was held for Maha Lacto in which over 2,000 channel partners were invited in a ‘Meet & Greet’ Dhoni event. This was held in Chennai and turned out to be a huge hit with the wholesalers and distributors who participated in the same.

Apart from this, a consumer promotion was launched in which kids were invited to meet their idol – M.S. Dhoni. This promotion

saw an overwhelming response in key states leading to a jump in sales post the event.

Godrej Consumer Products Limited (GCPL):

GCPL is one of the leading companies in the FMCG sector with a presence in the Personal and Household Care business. During the year under review the company has endeavored to build on its strong foundation and to create an even stronger future. The year has seen the introduction of many new products combined with several other growth initiatives which included a focused expansion into the rural and interior regions. GCPL’s new product introductions span all the company’s categories comprising soaps, hair colourants, toiletries and a new range of hand hygiene products. All these launches have been after a rigorous amount of research and interaction with the target consumer.

In the soaps business GCPL introduced two new variants of Godrej No. 1 namely ‘Lime and Aloe Vera’ and ‘Moisturising soap’ with nourishment of Milk Cream & Almonds. With this the Godrej No. 1 portfolio now comprises nine variants. Godrej No. 1 is one of the three chosen power brands of GCPL and is today valued at over Rs. 500 crore. During the year, Godrej No. 1 maintained its leadership position in the States of Uttaranchal, Punjab, Himachal, and Gujarat and has emerged as the leader in Uttar Pradesh as well.

In the hair colourants business, GCPL re-launched its ‘Godrej Expert Hair colour’ brand during the year. This is GCPL’s power brand. Godrej Expert Colour is now available in liquid form as well as powder form. In Renew brand, GCPL launched Godrej Renew’s Ravishing Reds Collection with two new shades, Wine Red and Plum Crazy. Both these new launches have been very well liked.

GCPL’s international operations too performed encouragingly especially on the back of the ‘One Africa’ program which enabled it to derive numerous synergies across the continent and thereby strengthen GCPL’s presence. Keyline brands’ key offerings, namely the ‘Cuticura’ Hand Hygiene range, ‘Bio-oil’, P20 performed strongly. In South Africa ‘Inecto’ Powder Hair Colours have been relaunched. ‘Cuticura’ Hand Hygiene range, Godrej Expert Hair Colour and Godrej Nupur Mehendi were launched in the GCC and the Middle East in the current year.

GCPL acquired 49% stake in Godrej Sara Lee Limited (GSLL), an unlisted joint venture between the Godrej Group and Sara Lee Corporation USA earlier during the year. Subsequently in, May 2010 it entered into an agreement to acquire the remaining 51% stake. GSLL has a range of products that are complementary to GCPL’s existing offerings and there is signifi cant potential to derive synergies from the combined operations. GCPL has also been able to acquire strong, local, personal and household care brand in key emerging markets. It has acquired Megasari, a leading FMCG player in household care sector in Indonesia and has agreed to acquire Tura, a leading personal care player in Nigeria.

Financial Performance of GCPL

On a consolidated basis, GCPL registered a net income of Rs. 2,088.50 crore as compared to Rs. 1,433.13 crore in the previous year and GCPL’s profi t after tax increased by 96% from Rs. 173.26 crore in the previous year to Rs. 339.59 crore in the current year. GCPL has paid a total dividend at the rate of Rs. 4.25 per equity share of face value Re. 1.

Godrej Hygiene Care Limited (GHCL)

The Board of Directors of your Company, at its meeting held in May 2009, approved a scheme for the merger of GHCL a 100% subsidiary of your Company, into Godrej Consumer Products Limited (GCPL).

The scheme has been approved by the Hon’able High Court, Bombay in October 2009. The Appointed date of the merger is June 1, 2009 and the assets and liabilities of GHCL stands transferred to and vested in GCPL from that date. Pursuant to the said scheme of arrangement, 51,07,125 equity shares held by GHCL in Godrej Sara Lee Limited, stood transferred to and vested in GCPL and your Company received 209,39,409 equity shares of GCPL in lieu thereof as per the terms of the Scheme of Arrangement. 25% of these shares are locked in till November 2012.

FINANCIAL POSITION

The fi nancial position of your company continues to be sound.

The loan funds at the end of the year stand at Rs. 547.61 crore as compared to Rs. 600.96 crore at the end of the previous year. The debt equity ratio is 0.52 as compared to 0.57 last year.

Your Company continues to hold the topmost rating of A1+ from ICRA for its commercial paper program (Rs. 140 crore) (enhanced from Rs. 100 crore). ICRA has also assigned an A1+ rating for its short term debt instruments/other banking facilities (Rs. 595 crore) (enhanced from Rs. 570 crore). This rating of ICRA represents highest-credit quality carrying lowest-credit risk. ICRA also assigned LAA rating for long-term debt, working capital and other banking facilities (Rs. 370 crore) (enhanced from Rs. 330 crore). This rating represents high-credit quality carrying low- credit risk.

MANUFACTURING FACILITIES

The Chemicals Division of your Company has manufacturing facilities at Vikhroli and Valia. Effective January 1, 2010, leadership across both the factories has been integrated with one head for manufacturing and engineering services.

Vikhroli:

Vikhroli factory has successfully implemented OHSAS 18001: 2007 standards last year.

Post implementation of OHSAS 18001: 2007, surveillance audit of the Integrated Management System (Quality Management Systems-ISO 9001:2000, Environment Management Systems-ISO 14001:2004 and Occupational Health & Safety Assessment Series- OHSAS 18001:2007), was conducted by Bureau Veritas.

The factory has been re-certifi ed for the Integrated Management System in which ISO 9001:2000 has been upgraded to ISO 9001:2008 standards during last year.

Valia:

Valia factory has successfully recertifi ed for ISO-14001:2004 & ISO-9001:2008 upgradation after surveillance audit conducted by Bureau Veritas to check the effectiveness and improvements under the system and on environment and quality front. The factory is recommended for continuation of both certifi cates. This factory has successfully implemented cost effective separation of C8, C10, C12 and C14 alcohols.

Vegoils Division:

This Division continues as a contract processor of edible oils and vanaspati. The division recorded a turnover of Rs. 2.44 crore as against Rs. 2.45 crore in the previous year.

RESEARCH AND DEVELOPMENT

Activities have been initiated to develop new process/modify existing processes for the manufacturing of premium quality fatty acids from economy grade raw materials for high value

fractionated fatty acids for the polymer, oilfi eld and lubricant industries. Parallel to these activities, the R&D department has taken up initiatives to develop customers for specialty surfactants and glycerin for oral care and personal care products to meet their specifi c needs.

INFORMATION SYSTEMS

Your Company had entered into a strategic alliance with Hewlett Packard (HP) for a comprehensive IT outsourcing and transformation project. The transition to HP services has been smooth and without any disruption to business operations.

The customer relationship management package (eCRM) has been re-launched on the robust SAP platform. The domestic portal, named Rishta has been rolled out to 150 plus customers. The international eCRM was launched in February 2010 and already has 50 plus key customers.

EMPLOYEE STOCK OPTION PLAN (ESOP):

During the fi nancial year 2009-10, 20 employees of the Company were granted ESOPs based on their leadership responsibility and potential:

Date of Grant of ESOP No. of ESOP No. of employees August 10, 2009 8,60,000 20

Disclosure in compliance with clause 12 of the Securities and Exchange Board of India (Employees Stock Purchase Scheme) Guidelines, 1999 is given in Annexure B attached and forms a part of this report.

GROUP FOR INTERSE TRANSFER OF SHARES

As required under Clause 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting Group (within the meaning as defi ned in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid SEBI Regulations are given in Annexure C attached herewith and forms a part of this Report.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

Your Company encourages a culture that develops and empowers people, promotes team building, nurtures new ideas and uses information technology to support HR processes and initiatives. These efforts were recently recognized when the Company received an award for “Excellence in HR through Technology” at the World HRD Congress held in Mumbai on February 13, 2010.

Your Company has always emphasized on quality and its employees are encouraged to get involved in the never-ending process of improving quality through Total Quality Management and quality circles. Two quality circles from the Vikhroli Factory of the Company were recognized as “Excellent Quality Circles” by the Quality Circle Forum of India in the 23rd National Convention on Quality Circles held in Bangalore from 19-21 December 2009.

Industrial relations at all plant locations remained harmonious. Regular structured safety meetings were held with employees and safety programmes were conducted for them throughout the year.

Inclusiveness

It has been the endeavour of your Company to provide opportunities to socially and economically underprivileged persons, particularly those belonging to Scheduled Castes / Scheduled Tribes and physically challenged individuals. Your Company supports

underprivileged children for education through scholarships and mid-day meal programs at the school level.

Your Company gave permanent employment to fi ve physically challenged persons.

CORPORATE SOCIAL RESPONSIBILITY

Your Company as part of the Godrej group aims to build a brighter, more sustainable India.

During the year your Company undertook various activities as a part of its Corporate Social Responsibility. Your Company instituted the Indian chapter of ‘Table For Two’ initiative at the World Economic Forum’s India Summit in December last year. This initiative was targeted at addressing hunger and malnutrition in the developing world by combining our organization’s tradition of serving society and your individual involvement.

Your Company continues to support Heroes AIDS Project (HAP). HAP is a national HIV/AIDS initiative launched in July 2004 to work with media organizations and societal leaders in India. It seeks to develop coordinated campaigns to address the spread of HIV/AIDS and reduce stigma and discrimination by infl uencing public perception and policy through two platforms, advocacy and communications.

Under the Teach for India initiative, your Company has sponsored one Company employee for a period of 2 years under Teach for India Fellowship program which is run by Teach for India, an organization established in 2008 to bridge the educational divide and increase the participation of highly skilled leaders in the education sector of India. Under this program, the sponsored employee is committed to teach for two years in low-income urban and rural public schools. During the year, your Company donated fl y catcher machines through Lions Club to various hospitals, orphanages, old age homes, home for blind, BMC run schools etc. Your Company distributed scholarships to Scheduled Caste (SC) / Scheduled Tribes (ST) primary school children covering three schools and also distributed note books to SC/ST primary school children in village Kanerao.

ENVIRONMENT AND SOCIAL CONCERN

Your Company continues its efforts for the betterment of the environment and conservation of scarce natural resources.

Your Company planted 4,500 trees in the Company’s premises at Valia and environmental training sessions were conducted by Company’s personnel at ITI Valia and Anchor Institute, DDIT, Ahmedabad and Ankleshwar.

Your Company continued “Rain water harvesting” initiatives undertaken at its factory and in the staff quarters at Vikhroli. So far 18,500 m3 of water has been collected at Vikhroli factory and staff quarters for the Year 2009-10. This process has resulted in saving water and consequently, the costs, thereof.

To prevent pollution to environment, efforts are made to convert waste from the factories into an environment friendly product and then dispose off the same safely. Your Company continued its arrangement with Trans Thane Creek Waste Management Association for the treatment of solid waste being generated at the Company’s factory at Vikhroli. More areas of wasteland have been converted into garden using water from ETP.

As part of your Company’s continued commitment to conserve natural resources, and also to ward off the ever increasing water shortage, the Company has successfully commissioned a Reverse Osmosis plant to upgrade ETP treated water to boiler feed water resulting into effective recycling of ETP treated water.

Vikhroli factory continues to convert the bio degradable waste into bio compost with the help of an NGO. The Vikhroli factory focused on waste elimination and also continued energy conservation measures.

The Valia factory has improved / modifi ed in Generation / Transfer/ Treatment / Monitoring and disposal pattern of waste water and treated water. Achieved signifi cant reduction of main waste water pollutant parameter i.e. COD Value at inlet of ETP compared to last year and streamlined/optimized the operation and treatment capability of ETP.

FIXED DEPOSITS

Your Company continues to accept public deposits for 13, 24 and 36 months’ tenure. The Fixed Deposits scheme has received an overwhelming response and the management of the company is thankful to all the investors for participating in the scheme and for the trust reposed in the company. During the year ended March 31, 2010, deposits aggregating to Rs. 76.38 crore have been mobilised and deposits aggregating to Rs. 0.60 crore have been repaid on maturity. The Company has no overdue deposits other than unclaimed deposits.

DEPOSITORY SYSTEM

Your Company’s equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2010, 99.68 % of the equity shares of your Company were held in demat form.

BUYBACK

Pursuant to the resolution passed by the Board of Directors of the Company and in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, the Company made a Public Announcement to Buyback 57,00,000 equity shares (“Maximum Offer Shares”) of Re. 1 each, from the existing owners of equity shares other than Persons in Control, at a price not exceeding Rs. 275 (Rupees Two Hundred and Seventy Five Only) per equity share (the “Maximum Offer Price”) payable in cash, for an aggregate amount not exceeding Rs. 99 crore (“Maximum Offer Size”). During the year your Company bought back and extinguished 21,33,710 equity shares of face value Re. 1 each. The total amount invested in the Buyback is Rs. 28,86,58,132/- representing 29.16% of the Maximum Offer Size. The change in the paid up capital of the Company consequent to the Buyback is given hereunder :-

Particulars No. of shares

Equity share capital before Buyback (i.e. on May 319,758,602

24, 2009)

Less: Equity Shares bought back and extinguished 2,133,710

(from May 25, 2009 to July 28, 2009 )

Equity share capital after Buyback (i.e. on July 317,624,892

29, 2009)

DEVELOPMENT OF PROPERTY AT VIKHROLI

During the year your Company has entered into a Memorandum of Understanding (MoU) with Godrej & Boyce Mfg. Co. Ltd. and Godrej Properties Ltd. for development of the property at Vikhroli.

The binding MoU provides for setting up of suitable Special Purpose Vehicle(s) to execute joint development of the property as also the commercial terms for such development including the sharing of costs and revenues/profi t between your Company and GPL, who

would be developing the said property. The MoU is subject to all the parties obtaining appropriate corporate and statutory permissions/ consents to execute the defi nitive agreements inter-se and the Company obtaining appropriate shareholders’ approval.

DIRECTORS

In accordance with Article 127 of the Articles of Association of the Company, Mr. F. P. Sarkari, Mr. S.A. Ahmadullah, Mr. A.B. Godrej, Mr. K.K. Dastur retire by rotation at the ensuing Annual General Meeting and offer themselves for reappointment. Mr. V.N. Gogate, also retires by rotation at this Annual General Meeting. However in view of his advanced age, Mr. V.N. Gogate has not offered himself for reappointment. Mr. V.N. Gogate has been on the Board of the Company since 1995 and the Board records its appreciation for the contribution made by him during his tenure with the Company.

AUDITORS

You are requested to appoint Auditors for the current year and to authorise the Board to fi x their remuneration. The retiring auditors, Kalyaniwalla and Mistry, Chartered Accountants, are eligible for reappointment. A certifi cate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDIT COMMITTEE

The Audit Committee, which was constituted pursuant to the provisions of Section 292A of the Companies Act, 1956 and the listing agreement, has reviewed the Accounts for the year ended March 31, 2010. The members of the Audit Committee are Mr. F. P. Sarkari (Chairman), Mr. V.N. Gogate, Mr. S.A. Ahmadullah and M r. K.N. Petigara, all Independent Directors. The Board of Directors of the Company at its meeting held on May 26, 2010 has appointed Mr. K.K. Dastur as an Audit Committee member with immediate effect.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confi rm:

a) 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;

b) that such accounting policies have been selected and applied consistently, and such judgments and estimates have been made 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 fi nancial year and of the profi t or loss of the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As required by the existing clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. The Auditors have certifi ed

the Company’s compliance of 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.

ADDITIONAL INFORMATION

Annexure D to this Report gives information in respect of Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo, 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 and forms a part of the Directors’ Report.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms a part of the Directors’ Report. As per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the Shareholders of the Company, excluding the statement of particulars of employees u/s 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the registered offi ce of the Company.

The Notes to the Accounts referred to in the Auditors’ Report is self-explanatory. However in respect of the qualifi cations in the Audit Report, we state as follows:

Loans and Advances include Rs. 10.33 crore (Previous year Rs. 10.33 crore) advanced by the Company to certain individuals against pledge by way of deposit of equity shares of Gharda Chemicals Ltd. The Company has enforced its security and lodged the shares for transfer in its name, however, the transfer application has been rejected by Gharda Chemicals Ltd. and the Company fi led an appeal before the Company Law Board against the rejection. The investee company had in the meanwhile, moved the Bombay High Court and the Court remanded the matter back to CLB. The CLB has advised that the parties may approach the Bench after fi nal disposal of the suit fi led by the investee company and the application made by minority shareholders under section 397/398 before the Hon’ble High Court. The Company has fi led an appeal with the Hon’ble High Court against the order of the Company Law Board under Section 10 F of the Companies Act 1956, which has been admitted.

The recoverability of the advance is contingent upon the transfer and/or disposal of the said shares. It is the opinion of the management that the underlying value of the said shares is substantially greater than the amount of the loan.

ACKNOWLEDGEMENT

Your Directors thank the Union Government, the Governments of Maharashtra and Gujarat as also all the Government agencies, banks, fi nancial institutions, shareholders, customers, employees, fi xed deposit holders, vendors and other business associates, who, through their continued support and co-operation, have helped as partners in your Company’s progress.

For and on behalf of the Board of Directors

A.B. Godrej Chairman

Mumbai, June 4, 2010

---

Mar 31, 2009

The Directors have pleasure in submitting their Report alongwith the audited Accounts for the financial year ended on March 31, 2009.

Financial Results

Your Company’s performance (after giving effect to the court order approving the scheme of arrangement merging Goldmohur Foods and Feeds Limited with Godrej Agrovet Limited) during the year as compared with that during the previous year is summarised below: -

THIS YEAR PREVIOUS YEAR Rs. lac Rs. lac

Total Income 132068.88 119096.46 Profit Before Taxation (PBT) 2684.46 (3478.50) Less : Provision for Taxation 1352.81 474.81 Add : Extraordinary Income/ (Expense) (Net) 4505.67 7836.44 Profit After Taxation (PAT) 5837.72 3883.12 Balance Brought Forward from previous year 5987.82 2246.48 Total 11825.14 5987.82 Appropriations: Final Dividend 121.18 121.18 Tax on Dividend 20.60 20.60 General Reserve 148.28 - Balance Carried Forward to Balance Sheet 11535.09 5987.82 Total 11825.14 6129.60

Review of Operations

The year under review, saw a good turnaround of the core business of your company viz. animal feed. The agricultural inputs division of your company also returned a good performance.

The year under review also witnessed some restructuring, with the processed chicken business, being transferred to Godrej Tyson Foods Limited (formerly Godrej Foods Limited)(GTFL). Your company divested 51% shareholding in GTFL to Tyson Foods Inc., a global food major.

Your company, also transferred the gourmet food retailing business, carried under the banner of Natures Basket, to your companys 100% subsidiary Natures Basket Limited. This change is expected to bring in a greater focus on this exclusive food retailing business. This good performance of the animal feeds and agricultural input businesses coupled with the restructuring, enabled you company to post a profit (post extraordinary items and taxes) of Rs.58.37 crore. The business-wise performance is reviewed hereunder:

ANIMAL FEEDS:

The animal feed business of your company recorded an extremely good performance, with focus on sourcing and quality. Your company tied up with some strategic suppliers for certain critical raw materials. Your company also brought in the required focus on quality to become quality leaders in the industry. Your company also brought in fuel efficiency by replacing the existing boilers with solid fuel boilers. Though the commodity cycle adversely impacted your company’s performance in the first half of the financial year, your company partially made good this adverse impact by taking strategic positions on some critical raw materials and taking timely price increases.

AGRICULTURAL INPUTS:

The Agricultural Inputs Division continued to return an excellent performance with 32% growth in sales. Your companys in-house developed herbicide product “Hitweed”, which was commercially launched in the previous year, saw a good market acceptance. The sales of “Hitweed” grew from Rs.9 lac in the previous year to Rs.149 lac in the year under review

NATURES BASKET:

During the year under review your company launched the remodeled Natures’ Basket store at Worli, Mumbai. Your company transferred the Natures’ Basket business to its’ 100% subsidiary Natures Basket Limited

FINANCE AND INFORMATION SYSTEMS:

Your company continued to manage treasury operations very efficiently. Your Company was able to procure funds at a very competitive pricing. Your Company continues to enjoy the apex rating of A1+ from ICRA for it’s Commercial Paper Programme of Rs. 15 crore. During the year under review, your company obtained the apex rating of A1+ from ICRA for it’s short term borrowing program of Rs.230 crore. Your company also obtained of LA+ for its long term borrowing program of Rs.27 crore. Your company continues to leverage IT across it’s businesses.

OTHER INITIATIVES:

Your company accords great importance to the security of it’s information assets. Your company has in place, all the procedures and policies that are in line with ISO security standards. During the year under review, your company was accredited with ISO 27001 for Information Security Management System.

DIVIDEND

Your Directors have declared an Final dividend for 2008-09 amounting to Rs.1 per share of face value of Rs.10/- each, i.e.10 %.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial year under review.

SUBSIDIARY COMPANIES

Your Company continues to be the holding Company of Golden Feed Products Ltd (GFPL), Cauvery Palm Oil Limited (CPOL) and Godrej Oil Plantation Limited (GOPL), the name of which was changed to Godrej Oil Palm Limited (GOPL). During the year under review, your company sold 51% of the shares in Godrej Foods Limited (GFL), the name of which was consequently changed to Godrej Tyson Foods Limited, to Tyson Foods Inc. Consequent to this sale, the aforesaid company ceases to be the subsidiary of your company.

During the year, your Company has promoted Natures Basket Limited (NBL), a wholly owned subsidiary. Your company transferred, its Nature’s Basket business to this company effective 1st July, 2008.

The audited Balance Sheets of GFPL,CPOL,GOPL and NBL as at 31st March, 2009 together with their audited Profit & Loss Accounts, Directors’ Reports and Auditors’ Reports are attached to the Balance Sheet and Profit & Loss Account of your Company.

JOINT VENTURES

Your company continues to have Joint Venture arrangement in ACI Godrej Agrovet Private Limited (Bangladesh), Godrej Gold Coin Aqua Feed Limited and Godrej Gokarna Oil Palm Limited, the name of which has been changed to Godrej IJM Palm Oil Limited.

As mentioned elsewhere in the report, your company has entered into a joint venture arrangement with Tyson Foods Inc. in Godrej Foods Limited, the name of which has consequently been changed to Godrej Tyson Foods Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in respect of these matters, 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 and forming part of this Report, is annexed hereto (Annexure - A).

DIRECTORS

During the year under review, there have been no changes in the Directors of the Company. Mr. N. B. Godrej, Ms. Tanya A. Dubash and D r. S. L. Anaokar retire by rotation at the ensuing Annual General Meeting of the Company in accordance with Section 256 of the Companies Act, 1956 and Article 124 of the Articles of Association of the Company and being eligible offer themselves for reappointment.

AUDITORS

You are requested to appoint Auditors for the current year and authorize the Board to fix their remuneration. The retiring Auditors M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai are eligible for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act,1956.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 1956, has been laid out in the Schedules attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors’ Report are self-explanatory and therefore do not call for any further explanation .

AUDIT COMMITTEE

Pursuant to the provisions of Section 292-A of the Companies Act, 1956, your Company has constituted the Audit Committee of the Board of Directors.

The following Directors are the Members of the Audit Committee: -

(1) M r. K.N. Petigara - Chairman (2) Dr. S.L. Anaokar - Member (3) M r. B.S. Yadav - Member

The Audit Committee, pursuant to the terms of reference specified by the Board from time to time has made recommendations to the Board in respect of internal control systems, half-yearly & annual financial statements, standard accounting principles, Risk Management polices, etc. The Board of Directors has since accepted the recommendations of the Audit Committee.

REMUNERATION COMMITTEE

Pursuant to the provisions of schedule XIII to the Companies Act, 1956, your Company has constituted Remuneration Committee of the Board of Directors to approve the payment of remuneration to the Managerial Personnel. The following Directors are the Members of the Remuneration Committee: -

(1) M r. K.N. Petigara - Chairman (2) Dr. S.L. Anaokar - Member (3) M r. Amit Choudhury - Member

RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm :-

a) 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;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

HUMAN RESOURCES

Your company continues to take various initiatives for the development of its human resources and has maintained healthy and harmonious industrial relations. The Board would like to place on record its sincere appreciation for the unstinted support it continues to receive from all associates.

PARTICULARS OF EMPLOYEES

Details of the employees covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2002, are attached (ANNEXURE B)

For and on behalf of the Board

A. B. GODREJ B.S. YADAV Director Executive Director Mumbai, May 20, 2009. & President

---

Mar 31, 2008

The Directors have pleasure in submitting their Report along with the audited Accounts for the financial year ended on March 31, 2008.

Financial Results

Your Company’s performance during the year as compared with that during the previous year is summarised below:

For the year ended For the year ended 31/3/2008 31/3/2007 Rs.lac Rs. lac

Total Income 84781.09 68980.42 Profit Before Taxation (PBT) (3922.34) (1932.09) Less : Provision for Taxation 44.17 97.64 Profit After Taxation (PAT) (3966.51) 2029.73 Net Total Extraodinary Income 7788.44 2304.75 Total Profit after Tax 3821.93 275.02 Balance Bought Forward from previous year 2119.05 2984.58 Total 5940.98 3259.60 Appropriations: Interim Dividend - 975.27 Final Dividend 121.18 - Tax on Dividend 20.60 136.78 Transfer to General Reserve - 28.50 Balance Carried Forward to Balance Sheet 5799.20 2119.05 Total 5940.98 3259.60

Review of Operations

During the year under review, the businesses of your company were restructured. The various businesses were classified into four verticals viz. : Animal Feed, Plant Group, Poultry and Retail. The Oil Palm Plantation activities were demerged through a court approved scheme of arrangement under Sections 391 and 394 of the Companies Act,1956. The oil palm business was demerged effective 1st April, 2007 into two companies viz. Godrej Oil Plantations Limited (covering oil palm activities in the States of Andhra Pradesh, Gujarat, Orissa and Mizoram) and Godrej Gokarna Oil Palm Limited (covering oil palm activities in the States of Goa and Karnataka). Your company, invited Blessed Resources Pte Limited and IJM Plantations Berhad to participate and acquire part of the shares of Godrej Oil Plantations Limited and Godrej Gokarna Oil Plantations Limited respectively. Post this acquisition, your company continues to hold 80% of the shares in Godrej Oil Plantations Limtied and 46% of the shares in Godrej Gokarana Oil Palm Limited respectively. Your Company also transferred the rural retailing business carried under the trade name of “Aadhaar” to Aadhaar Retailing Limited. Your Company invited Future group to participate and acquire 70% of the shares in Aadhaar Retailing Limited post the business transfer. Your company has also applied to the court for merger of Goldmohur Foods and Feeds Limited (100% subsidiary of your company) into your company. This merger is expected to bring in significant advantages on account of synergies in the animal feeds business. Your company also acquired 51% shareholding in Cauvery Palm Oil Limited, which operates in the palm oil business in the state of Tamil Nadu.

Your Company continued to face the challenges of poor output prices and high raw material prices in the Animal Feed business and Poultry business. This impacted the profitability of your Company adversely. The margins of the retail businesses continued to be under stress resulting in a significant impact on the profitability of your Company. Your Company was able to realize significant value through the various restructuring initiatives concluded during the year under review, this greatly helped in improving the profitability of your Company.

The above-mentioned factors in combination resulted in the profitability growing from Rs.275.02 lacs to Rs. 3821.93 lacs. The business-wise performance is reviewed hereunder:

ANIMAL FEEDS:

Avian Influenza which was detected in Eastern India in Dec.07 adversely impacted the Animal Feed Business. The industry witnessed a de-growth during the year under review. While your Company’s performance was impacted during the first half of the year under review, your Company did well to regain its volume and market share in the second half of the year under review. Commodities prices in India mirrored global trends and there was significant increase in prices. This adversely impacted the profitability of your Company. Your Company tried to mitigate this pressure on the bottom line by stepping up its R & D efforts and focusing on various cost saving opportunities/ technology upgradation and quality focus to strive for customer satisfaction.

INTEGRATED POULTRY BUSINESS:

Low prices for poultry products on account of detection of Avian Influenza in Eastern India, was witnessed across the country. This adversely impacted the profitability of the poultry operations. The expansion of the Bangalore Plant in the previous year helped your company to increase the sales volume in the year under review. Similarly good response was received for the “Yummiez” range of products introduced in the previous year. All this helped your company to grow the sales by 53%.

AGRICULTURAL INPUTS:

The Agri Inputs Division continued to return an excellent performance with 32% growth in sales and 35% growth in profit. This growth has been achieved despite a challenging year for the agri- input industry.

AADHAAR:

The Aadhaar business of your company was transferred to Aadhaar Retailing Limited on 15th March,2008. Your company sold 70% of the shareholding in Aadhaar Retailing Limited to the Future group. During the year under review, your company opened 26 new outlets taking the total number of outlets to 65.

NATURE’S BASKET:

During the year under review your company launched the remodeled Natures Basket store at Warden Road, Mumbai. The remodeled store offers a wide range of gourmet food. Your company received a good response for this remodeled store.

PLANTATIONS:

The Oil Palm business was de-merged effective 1st April,2007. During the year under review, your company received allotment of Tirunelveli district in Tamil Nadu. Your company expects to rapidly expand the oil palm business.

FINANCE AND INFORMATION SYSTEMS:

With efficient treasury operations, your Company was able to procure funds at very competitive pricing in spite of rising interest rate scenario. Your Company continues to enjoy the apex rating of A1+ from ICRA for it’s Commercial Paper Programme of Rs. 15 crore. Your company continues to leverage IT and implemented SAP in the retail businesses.

OTHER INITIATIVES:

Your Company’s Windmill Power Generation Project at Dhule, Maharashtra has been approved by United Nations Framework Convention on Climate Changes (UNFCCC) under the Clean Development Mechanism (CDM) program, enabling your company to obtain carbon credits for the units generated by the windmills.

DIVIDEND

Your Directors recommend a Final Dividend for 2007-08 amounting to Rs.1/- per share of face value of Rs. 10/- each i.e. 10% (previous year Interim Dividend 137%).

FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial year under review.

ADDITIONAL CAPITAL AND HOLDING COMPANY

Your Company issued 1,00,00,000 additional shares to Godrej Industries Limited (GIL) raising GIL’s holding to 70.20%. Your Company continues to be a subsidiary of GIL as defined under Section 4(1)(b) of the Companies Act, 1956.

SUBSIDIARY COMPANIES

Your Company continues to be the holding Company of Goldmohur Foods and Feeds Limited (GFFL), Golden Feed Products Limited (GFPL) and Godrej Aquafeed Limited (GAL), the name of which has been changed to Godrej Oil Plantations Limited (GOPL). During the year under review, your company sold 70% of the shares in Aadhaar Retailing Limited to Future Group and sold 51% of the total shares in Godrej Oil Palm Limited (GOPL), the name of which has been changed to Godrej Gokarna Oil Palm Limited, to IJM Plantations Berhad. Consequent to this sale, the aforesaid companies cease to be subsidiaries of your company.

During the year, your Company has promoted Godrej Foods Limited (GFL), a wholly owned subsidiary.

During the year under review, your company acquired 51% of the shares of Cauvery Palm Oil Limited (CPOL) and consequently the said company becomes a subsidiary of your company.

The audited Balance Sheets of GFFL, GFPL, GOPL and CPOL as at 31st March, 2008 together with their audited Profit & Loss Accounts, Directors’ Reports and Auditors’ Reports are attached to the Balance Sheet and Profit & Loss Account of your Company.

JOINT VENTURES

Your company continues to have Joint Venture arrangement in ACI Godrej Agrovet Private Limited (Bangladesh), Al-Rahba International Trading LLC (UAE) and Godrej Gold Coin Aquafeed Limited.

As mentioned elsewhere in the report, your company has entered into a joint venture arrangement with IJM Plantations Berhad in Godrej Gokarna Oil Palm Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in respect of these matters, 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 and forming part of this Report, is annexed hereto (Annexure - A).

DIRECTORS

Mr. B.S.Yadav was appointed as an Additional Director of the company by the Board of Directors in its meeting held on July 20,2007. In terms of Section 260 of the Companies Act, 1956, he will hold office only till conclusion of ensuing Annual General Meeting. He is eligible for appointment as director and a notice in this respect under section 267 of the Companies Act, 1956 has been received from a member along with deposit of Rs.500/- signifying its intention to propose its candidature of Mr. B.S. Yadav for the office of the Director.

Mr. J.N. Godrej, Mr. V.M. Crishna and M r. K.N. Petigara, Directors retire by rotation at the ensuing Annual General Meeting in accordance with Article 124 of the Articles of Association of the Company and the provisions of the Companies Act, 1956 and being eligible offer themselves for reappointment.

AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The retiring Auditors M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai are eligible for re- appointment.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 1956, has been laid out in the Schedules attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors’ Report are self-explanatory and therefore do not call for any further explanation.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292-A of the Companies Act, 1956, your Company has constituted the Audit Committee of the Board of Directors.

The following Directors are the Members of the Audit Committee: -

(1) Mr. K.N. Petigara – Chairman

(2) Dr. S.L. Anaokar – Member

(3) Mr. B.S. Yadav - Member

The Audit Committee, pursuant to the terms of reference specified by the Board from time to time has made recommendations to the Board in respect of internal control systems, half-yearly & annual financial statements, standard accounting principles, Risk Management polices, etc. The Board of Directors has since accepted the recommendations of the Audit Committee.

REMUNERATION COMMITTEE

Pursuant to the provisions of schedule XIII to the Companies Act, 1956, your Company has constituted Remuneration Committee of the Board of Directors to approve the payment of remuneration to the Managerial Personnel.

The following Directors are the Members of the Remuneration Committee: -

(1) Mr. K.N. Petigara – Chairman

(2) D r. S.L. Anaokar – Member

(3) Mr. Amit Choudhury - Member

RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm :- a) 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 ;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period ;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities ;

d) that they have prepared the annual accounts on a going concern basis.

HUMAN RESOURCES

Your company continues to take various initiatives for the development of its human resources. The industrial relations at all units continued to be cordial. The Board would like to place on record its sincere appreciation for the unstinted support it continues to receive from all associates.

PARTICULARS OF EMPLOYEES

Details of the employees covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2002, are attached

(ANNEXURE B).

For and on behalf of the Board of Directors

B.S. Yadav N.B. Godrej Executive Director Chairman Mumbai, May 21, 2008. & President

---

Mar 31, 2007

The Directors have pleasure in submitting their Report along with the audited Accounts for the financial year ended on March 31, 2007.

Financial Results

Your Companys performance during the year as compared with that during the previous year is summarised below:-

For the year For the year ended ended 31/3/2007 31/3/2006 Rs. lac Rs.lac

Total Income 71285.18 60555.90

Profit Before Taxation (PBT) 372.66 761.23

Less: Provision for Taxation 97.64 78.70

Profit After Taxation (PAT) 275.02 682.53

Balance brought forward from previous year 2984.58 2696.74

Total 3259.60 3379.27

Appropriations:

Interim Dividend 975.27 -

Final Dividend - 284.75

Tax on Dividend 136.78 39.94

General Reserve 28.50 70.00

Balance Carried Forward to Balance Sheet 2119.05 2984.58

Total 3259.60 3379.27

Review of Operations

During the year under review, a joint Venture was formed with Gold Coin Group of Singapore. Your Companys shrimp feed business has been transferred to this Joint Venture operating in the name and style of Godrej Gold Coin Aquafeed Limited. The jV company has also taken over the shrimp feed business of Golden Feed Products Limited as well as Gold Coin Group in India.

The year under review presented many challenges for your Company. Avian Influenza continuing in the initial months of the Financial Year adversely impacted the performance of your Company. Additionally the high raw material prices put severe pressure on the profitability. The foray into retailing, started by your Company witnessed good expansion during the year under review. However, this initiative being in growth mode has impacted the profitability for the year under review.

The impact of the above mentioned factors resulted in profitability declining from Rs. 683 lac to Rs. 275 lac. The total income smartly grew from Rs. 60,556 lac to Rs. 71,285 lac. The business-wise performance is reviewed hereunder:

ANIMAL FEEDS:

Avian influenza which was detected in some parts of India in February 06 adversely impacted the Animal Feeds Business. The industry witnessed a degrowth during the year under review. While your Companys performance was impacted during the first half of the year under review, your Company did well to regain its volume and market share in the second half of the year under review.

Unprecedented price increases in some of the key raw materials such as maize, impacted the margins adversely. Your Company tried to mitigate this pressure on the bottom line by stepping up its R & D efforts and focusing on various cost saving opportunities. Use of various enzymes and additives which helped in saving substantial cost are a result of these efforts.

INTEGRATED POULTRY BUSINESS;

The Poultry Business too was adversely impacted by the Avian Influenza. However, with no further outbreak reported during the year, consumer confidence has now been restored. The Poultry Processing Plant at Bangalore has been replaced by a modern, higher capacity plant designed to cater to the requirements of the most demanding customers. A range of frozen Ready to Eat and Ready to Cook vegetarian as well as chicken based products has been launched under the brand name "Yummiez". The "Yummie?" range of products has been received well by the consumers.

AGRICULTURAL INPUTS:

The Agri Inputs Division has reported an excellent performance with 20% growth in profit. Some of our high contribution products have witnessed good volume growth during the year under review despite the Agri Inputs Industry witnessing a degrowth.

Your Companys Agri Exports Division too witnessed a good growth with sales growing by 121 % over the previous year. The agricultural exports have expanded both in width and depth with newer territories and product categories being added during the year under review.

AADHAAR:

In the Financial Year 2006-07 Godrej Aadhaar-theagri services cum retail initiative of your Company opened 20 new outlets taking the total count to 39 outlets covering retail area of over 10,000 sq. met.

The Aadhaar outlets have been modified to give a refreshing look and an attractive ambience - factors considered very important for retail. For their Visual Merchandise & Retail Design (VM & RD) work for Godrej Aadhaar/the design agencies have won national level awards from independent trade organizations.

Your Company also expanded its Strategic Alliances. Some of the alliance partners who have joined hands with Godrej Aadhaar are Apollo Hospitals, ICICI Prudential Life Insurance, Bajaj Allianz Life Insurance, Agri Insurance Company, HDFC Bank, John Deere Tractors, Eicher Motors and Western Union Money Transfer Service. All the partners have already started offering their own products and services to customers of God re] Aadhaar.

Your Company has also tied up with petroleum companies like HPCL and BPCL for petro-format Aadhaar outlets - branded as "Aadhaar Suvidha".

Keeping in mind the core objective of serving the farmer community of the country Godrej Aadhaar has launched Crop Improvement Programmes (CIPs). These are aimed at ensuring a much higher crop yield and farm productivity to the members of the CIPs.

NATURES BASKET:

Your Companys initiative in retailing of gourmet foods also witnessed good growth with 5 more Natures Basket stores being opened during the year under review taking the total number to 8. The sales from these stores has doubled from Rs. 6.4 crores to Rs. 12.9 crores. Your Company is repositioning Natures Basket with new categories like wines, boulangerie, cheese and meatdelis, etc. being added.

PLANTATIONS;

Oil Palm

The Oil Palm Division grew revenue by 35% and profit by 45%. The capacity of your Companys Palm Oil Mill at Eluru, Andhra Pradesh has been expanded to 20 MT/hr of FFB, expandable to 30 MT/hr of FFB with marginal additional equipment. An MOU has been signed with Government of Orissa for Oil Palm Development in that State. Additional area of over 3800 HA has been brought under Oil Palm Cultivation.

The total area under Oil Palm Cultivation is 12,300 HA.

Jatropha

With encouragement and vigorous support from the Government of Mizoram, Jatropha Cultivation has been started in the state of Mizoram. In the very first year, about 5000 HA has been brought under Jatropha cultivation in that state.

Your Company has ambitious plans for covering larger areas under Oil Palm as well as Jatropha.

PLANT BIOTECH BUSINESS;

The Plant Biotech Division has been expanding its operations of Banana plants in the states of UP and Bihar.

Yield improvement program of sugarcane is going on well and is expected to be replicated in hewer territories.

FINANCE AND INFORMATION SYSTEMS:

Your Company was able to procure funds at very competitive pricing in spite of rising interest rate scenario due to efficient treasury operations. Your Company continues to enjoy the apex rating of A1+ from ICRA for its Commercial Paper Programme of Rs. 15 crore. ICRA had in the previous year put your Company rating under "rating watch with developing implication". During the year, ICRA removed the rating from "rating watch with developing implication" and confirmed the A1 + rating. During the year, your Company has embarked on implementation of an ERP solution (SAP-IS Retail) for its retail businesses. IT continues to play a crucial rote in the operations of your Company.

OTHER INITIATIVES:

Your Companys Windmill Power Generation Project at Dhule, Maharashtra has been approved by United Nations framework Convention on Climate Changes (UNFCCC) under the Clean Development Mechanism (CDM) program, enabling your Company to obtain carbon credits for the units generated by the windmills.

DIVIDEND

Your Directors have declared an interim dividend for 2006-07 amounting to Rs. 13.70 per share of face value of Rs. 10/- each, i.e. 137%. No final dividend is recommended.

FIXED DEPOSITS

Your company has not accepted any public deposits during the financial year under review.

ADDITIONAL CAPITAL AND HOLDING COMPANY

YourCompany issued 30,00,000 additional shares to Godrej Industries Limited (GIL) raising GILS holding to 70.29%, Your Company continues to be a subsidiary of Godrej Industries Limited as defined under Section 4(1)(b) of the Companies Act, 1956.

SUBSIDIARY COMPANIES

Your Contpany continues to be the holding Company of Goldmohur Poods and Feeds Ltd. (GPFL), Golden Feed Products ltd., (CFPL). Your Company has sold its shareholding in Krithika Agro Farm Chemicals and Engineering Industries Private Limited (Krithika) during the year under review. Consequently, Krithika ceases to be a subsidiary of your Company.

During the year, your Company has promoted following new wholly owned subsidiary Companies -

a) Aadhaar Retailing Limited (ARL)

b) Godrej Aquafeed Limited (GAL)

The audited Balance Sheets ofCFFL, GFPL, ARL and GAL as at March 31, 2007 together with their audited Profit & Loss Accounts, Directors Reports and Audtors Reports are attached to the Balance Sheet and Profit & Loss Account of your Company.

JOINT VENTURES

Your Companys Joint Ventures in Bangladesh and United Arab Emirates, namely, ACJ Godrej Agrovet Pvt. Ltd. and Al Rahba International Trading LLC, have also been impacted by the Avian Influenza. However, the performance of both theses joint ventures has improved considerably in recent months

As mentioned elsewhere in this report, your company has formed a joint venture with the Gold Coin group, Singapore to operate in the aqua feed business in India. The aqua feed business of your company alongwith the aqua feed business of Golden Feed Products Limited and Gold Coin group in India has been trapsferred to the joint venture company, Godrej Gold Coin Aquafeed Limited. The Joint venture, Godrej Gold Coin Aquafeed Limited (GGCAL), operated only for a few months in the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in respect of these matters, 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 and forming partofthis Report, is annexed hereto (Annexure-A).

DIRECTORS

Mr. A. B. Godrej, Mr.C. K.Vaidyaand Mr.Amil Choudhury the Directors retire by rotation at the ensuing Annual General Meeting in accordance with Article 124 of the Articles of Association of the Company and the provisions of the Companies Act, 1956 and being eligible offer themselves for reappointment.

AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The retiring Auditors M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai are eligible for reappointment.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 1956, has been laid out in the Schedules attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors Report are self-explanatory and therefore do not call for any further explanation.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292-A of the Companies Act, 1956, your Company has constituted the Audit Committee of the Board of Directors.

The following Directors are the Members of the Audit Committee: -

(1) Mr. K. N. Petigara-Chairman

(2) Dr. S. L.Anaokar- Member

(3) Mr. C. K. Vaidya - Member

The Audit Committee, pursuant to the terms of reference specified by the Board from time to time has made recommendations to the Board in respect of internal control systems, half-yearly and annual financial statements, standard accounting principles, Risk Management policies, etc. The Board of Directors has since accepted the recommendations of the Audit Committee.

REMUNERATION COMMITTEE

Pursuant to the provisions of Schedule XIII to the Companies Act, 1956, your Company has constituted Remuneration Committee of the Board of Directors to approve the payment of remuneration to the Managerial Personnel.

The following Directors are the Members of the Audit Committee: -

(1) Mr. K. N. Petigara-Chairman

(2) Dr. S. L. Anaokar-Member

(3) Mr. Amit Choudhury-Member

RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:-

a) 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;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

HUMAN RESOURCES

In spite of high churn experienced by most corporates in India, your Company has been able to retain key Human Resources. The industrial relations at all units continued to be cordial. The Board would like to place on record its sincere appreciation for the unstinted support it continues to receive from all associates.

PARTICULARS OF EMPLOYEES

Details of the employees covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2002, are attached (ANNEXURE B).

For and on behalf of the Board of Directors

N. B. Codrej Chairman Mumbai, May 24, 2007,

ANNEXURE FORMING PART OF THE DIRECTORS REPORT

INFORMATION PURSUANT TO 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 IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A) Conservation of Energy

The Companies continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken. Some of the measures adopted by your Company towards conservation of energy were as follows:-

1) ENERGY CONSERVATION AND TECHNOLOGY INNOVATION MEASURES UNDERTAKEN DURING 2006-07 AT PALM OIL MILL, CH.POTHEPALLI:

Sl. Area Equipment Conservation Savings No. measures per annum

1. CPO Mill Decanter water pump Replaced 5 HP motor with 3 HP Rs.6200/-

2. CPO Mill Sludge day tank pump Replaced 5 HP motor with 2 HP Rs.9400/-

3. CPO Mill Sludge pit pump Replaced 3 HP motor with 2 HP Rs.3100/-

4. Lighting Tube lights Replaced 40 W tube light with 36 W Rs.7000/-

Total saving Rs.25700/-

2) Replacement of 40 W tube light with 36 W fluorescent candle lamps has resulted in power saving.

3) During the year, most of the boilers which were using LDO as fuel were replaced by more efficient Furnace oil based/solid fuel based boilers to help in saving energy and costs.

B) Technology Absorption, Adaptation and Innovation

I. During the year under review, in-house research in quality systems and standards was continuously carried out. Some of the key measures undertaken are follows:-

(a) Use of various enzymes and additives helped in saving substantial costs in particularly broiler feeds.

II. The Companys expenditure on R&D is given below:

Expenditure on R & D

2006-2007 2005-2006 Rs. lac Rs. lac

(a) Capital

(b) Recurring 100.78 90.31

(c) Total 100.78 90.31

(d) Total R&D expenditure as 0.15% 0.15% a percentage of total turnover

C. Foreign Exchange earnings and outgo

I. Your Companys efforts to export agricultural inputs (Viput-liquid, Achook, Nimin) to South Asian countries continued during the year. The efforts to export agricultural inputs to other countries are continuing.

2006-2007 2005-2006 Rs. lac Rs. lac

II. Foreign exchange used 1460.28 1582.48

III. Foreign exchange earned 114.93 108.03

For and on behalf of the Board of Directors

N. B. Godrej Chairman Mumbai, May 24, 2007.

---

Mar 31, 2006

ANNUAL REPORT 2005-2006

DIRECTORS' REPORT

To The Shareholders

Your Directors have pleasure in submitting their Report along with the audited Accounts for the financial year ended on March 31, 2006.

Financial Results

Your Company's performance during the year as compared with that during the previous year is summarised below: -

For the year ended 31/3/2006 31/3/2005 Rs. lac Rs. lac

Total Income 60555.90 56851.81 Profit Before Taxation (PBT) 761.23 1949.63 Less: Provision for Taxation 78.70 532.45 Profit After Taxation (PAT) 682.53 1417.18 Balance brought forward from previous year 2696.74 2132.13 Total 3379.27 3549.31 Appropriations: Interim Dividend - 391.53 Final Dividend 284.75 234.92 Tax on Dividend 39.94 84.12 General Reserve 70.00 142.00 Balance Carried Forward to Balance sheet 2984.58 2696.74

Total 3379.27 3549.31

Review of Operations

The year under review was one of the toughest years your company has experienced. Adverse environmental factors put heavy pressure on costs while announcement of Avian Influenza impacted sales growth. Many new initiatives and investments made during the year also impacted the bottom line, which declined by 52% compared to previous year. The top line grew by about 7% compared to previous year. The business-wise performance is reviewed hereunder:

ANIMAL FEEDS

The Animal Feeds Business continued to operate under challenging external environment. The prolonged monsoon had its impact on key raw materials such as de-oiled rice bran, maize resulting in increased cost for your Company, which could not be passed on to the customers due to increased competition. Avian influenza detected in Western parts of the country impacted the Poultry Feed sales of your Company. Golden Feed Products Limited, a subsidiary of your company, acquired the Shrimp Feed Marketing business of Higashimaro Feeds (India) Limited, with effect from October 31, 2005.

INTEGRATED POULTRY BUSINESS

The detection of Avian Influenza had severe impact on off take of the poultry products. However, your Company has been able to control the cost by continuing to achieve breakthrough performance in its breeding business. Your Company's new TV Commercial for Real Good Chicken drew in new customers and helped the business report good growth in the face of such adversities.

AGRICULTURAL INPUTS

The Agri Inputs Division has continued to show excellent performance with growth in the top line of 40% and growth in the bottom line of 49%. Aadhaars have been positioned as centres of 'Khushion ka, Khushhali ka', i.e. centres of Happiness and Prosperity. Your Company plans to have strategic tie-ups with other corporates for bringing this vision to fruition. Recently, an MOU was signed with Apollo Pharmacy, a member of Apollo Hospital group to bring Health solutions to the customers of Aadhaar. Similar efforts are on to find partners for Financial Credit needs, Insurance and a host of other critical requirements. We draw inspiration from the appeal made by our Honorable President to bring Urban Amenities to Rural India. The product offering at Aadhaars has also been considerably expanded and includes most items of daily needs. Nine new Aadhaars were opened during the year taking the total to 23. Your Company's initiative in retailing of fresh foods, especially fresh fruits and vegetables through 'Nature's Basket' has been expanding. The Company has opened two more stores during the year in Mumbai.

OIL PALM PLANTATIONS

During the year, the Division has brought over 3500 Hectares under Oil Palm. Your Company received allocation of fresh area in Andhra Pradesh for development of Oil Palm. An MOU has been signed with Government of Mizoram for development of Oil Palm in that State. The development activities in the state of Gujarat and Mizoram have started. Your Company acquired majority stake in 'Krithika Agro Farm Chemicals and Engineering Industries Pvt. Ltd,' which has its presence in the Oil Palm cultivation activities in the state of Orissa.

PLANT BIOTECH BUSINESS

The Plant Biotech Division has introduced Banana plants in the states of UP and Bihar. It has also undertaken an ambitious plan to help substantially increase the yield of Sugarcane.

FINANCE AND INFORMATION SYSTEMS

Despite overall hardening of interest rates in the economy, your Company was able to reduce the cost of funds during the year by efficient treasury operations. The Company's Commercial Paper programme continues to carry the Apex rating of A1+ from ICRA for Rs 15 crore. However, after detection of Avian Influenza, ICRA has put your Company's rating under 'rating watch with developing implication'. IT continues to play a crucial role in the operations of your Company. During the year, your Company provided IT solutions for the retail businesses.

OTHER INITIATIVES

Your Company has invested in one more 1.25 MW windmill, which was commissioned during the first quarter of the year at Dhule, Maharashtra. The Maharashtra State Electricity Distribution Company Ltd has agreed to purchase all the power produced by this Windmill on terms attractive to your Company.

DIVIDEND

Your Directors recommend a Final Dividend for 2005-06 amounting to Rs. 4.00 per share of face value of Rs. 10/-each i.e.40% (Previous year- Interim 55%, Final 33%).

FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial year under review.

HOLDING COMPANY

Your Company continues to be a subsidiary of Godrej Industries Limited as defined under Section 4(1)(b) of the Companies Act, 1956.

SUBSIDIARY COMPANIES

Your Company continues to be the holding Company of Goldmohur Foods and Feeds Ltd (GFFL), Golden Feed Products Ltd (GFPL).

By virtue of acquisition of 76% stake in the equity share capital of 'Krithika Agro Farm Chemicals and Engineering industries Pvt. Ltd.' (Krithika) as stated elsewhere in this report, Krithika Agro Farm Chemicals and Engineering Industries Pvt. Ltd has become a subsidiary of your Company with effect from April 27, 2005.

Your Company has advanced an amount of Rs.42.05 lacs to Krithika during the current year. The Auditors in their Report have stated that they are unable to comment on the recoverability of the said loan. The Board of Directors feel that the said loan is recoverable in view of the proposed oil palm plantation activities to be carried out by Krithika in Orrisa.

The audited Balance Sheet of GFFL, GFPL and Krithika as at 31st March, 2006 together with their audited Profit & Loss Account, Directors' Report and Auditors' Report is attached to the Balance Sheet and Profit & Loss Account of your Company.

Also annexed hereto is the Statement required under Section 212(1) of the Companies Act, 1956 relating to GFFL, GFPL and Krithika.

JOINT VENTURES

ACI Godrej Agrovet Pvt Ltd, your Company's Joint Venture with ACI in Bangladesh has commissioned its Feed Mill in October, 2005. The feeds have been receiving very good response. The hatchery has also been commissioned and is expected to add significant value in the coming years. Your company has acquired management control in AI Rahba International Trading LLC, United Arab Emirates for carrying on the business of Poultry, This Joint Venture has 70% (stake in profit and 45% stake in equity) participation from your Company. This joint Venture has already commenced production during the second half of the year 2005-06.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in respect of these matters, required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure particulars in the Report of the Board of Directors) Rules, 1988 and forming part of this Report, is annexed hereto (Annexure -A).

DIRECTORS

Dr. S.L. Anaokar and Ms. Tanya Dubash, Directors retire by rotation at the ensuing Annual General Meeting in accordance with Article 124 of the Articles of Association of the Company and the provisions of the Companies Act, 1956 and being eligible offer themselves for reappointment.

AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The retiring Auditors M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai are eligible for re-appointment.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 1956, has been laid out in the Schedules attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292-A of the Companies Act, 1956, your Company has constituted the Audit Committee of the Board of Directors.

During the year, the Audit Committee was reconstituted in view of the resignation of Mr. N.B. Godrej, a Member and the Chairman of the Committee. The reconstructed Audit Committee comprises of the following Directors of the Company :-

(1) Mr. K.N. Petigara-Chairman (2) Dr.S.L.Anaokar-Member (3) Mr. C.K. Vaidya - Member

The Audit Committee, pursuant to the terms of reference specified by the Board from time to time has made recommendations to the Board in respect of internal control systems, half-yearly & annual financial statements, standard accounting principles, Risk Management polices, etc. The Board of Directors has since accepted the recommendations of the Audit Committee.

RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:-

a) 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;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period ;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

HUMAN RESOURCES

Your company continues to focus on development of Human Resources. The industrial relations at all units continued to be cordial. The Board would like to place on record its sincere appreciation for the unstinted support it continues to receive from all associates.

PARTICULARS OF EMPLOYEES

Details of the employees covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2002, are attached (ANNEXURE B)

For and on behalf of the Board of Directors

C K Vakya A.B. Godrej Managing Director Director

MUMBAI, May 25, 2006.

ANNEXURE 'A'

ANNEXURE FORMING PART OF THE DIRECTORS' REPORT

INFORMATION PURSUANT TO 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 IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A) Conservation of Energy The Companies continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken. Some of the measures adopted by your Company towards conservation of energy were as follows:-

1. Pneumatic system for main plant change to elevator system

2. Pipeline of higher diameter provided for the boiler to the pellet mill

3. Adequate steam straps provided

4. Provision of automatic control meters and capacitors

5. Replacement of 40W tube lights with 36W fluorescent candle lamps.

B) Technology absorption, Adaptation. and Innovation

I. During the year under review, in-house research in quality systems and standards was continuously carried out. Some of the key measures undertaken are follows:

(a) Hammer Mill design change.

(b) Post conditioning tank design change.

(c) Use of CNG in place of HSD

(d) Circulation of sludge water through centrifugal separator

II. The benefits derived as a result of various measures undertaken are as follows:-

(a) Better quality while grinding and saving in time

(b) Reduction in process loss, improvement in efficiency in respect of post grinding operations

(c) Clean fuel, low fuel cost, zero storage, zero volatile losses

(d) Improved oil extraction rate at oil palm mill

(e) Improvement in energy efficiency and power factory

III. The Company's expenditure on R&D is given below:

Expenditure on R & D

2005-2006 2004-2005 Rs. lac Rs. lac

(a) Capital - 0.31 (b) Recurring 90.31 107.30 (c) Total 90.31 107.61 (d) Total R & D expenditure as 0.15% 0.19% a percentage of total turnover

C. Foreign Exchange earnings and outgo

I. Your Company's efforts to export agricultural inputs (Vipul-Iiquid, Achook, Nimin) to South Asian countries continued during the year. The efforts to export agricultural inputs to other countries are continuing.

2005-2006 2004-2005 Rs. lac Rs. lac

II. Foreign exchange used 1582.48 687.77

III. Foreign exchange earned 108.03 55.34

For and on behalf of the Board of Directors

C.K. Vaidya A.B. Godrej Managing Director Director

Mumbai, May 25, 2006.

---

Mar 31, 2005

Your Directors have pleasure in submitting their Report along with the audited Accounts for the financial year ended on 31st March, 2005.

FINANCIAL RESULTS

Your Companys performance during the year as compared with that during the previous year is summarised below :

For the year For the year ended ended 31/3/2005 31/3/2004 Rs. lac Rs. lac

Total Income 56841.92 49493.82

Profit Before Taxation (PBT) 1949.64 1159.72

Less: Provision for Taxation 532.45 264.00

Profit After Taxation (PAT) 1417.19 895.72

Prior period income/(expenses) - 90.28

Balance brought forward from previous year 2132.13 1848.45

Total 3549.31 2834.45

Appropriations

Interim Dividend 39153 533.91

Final Dividend 234.92

Tax on Dividend 84.12 68.41

General Reserve 142.00 100.00

Balance Carried Forward to Balance Sheet 2696.74 2132.13

Total 3549.31 2834.45

Review of Operations

The year under review was a remarkable year in terms of various achievements. The year saw a revenue growth of 15% and a PBT growth of 68% over the previous year. The business-wise performance is reviewed hereunder.

ANIMAL FEEDS

The Animal Feeds business continued to operate under challenging external environment. Despite favourable monsoon, prices of maize, molasses and certain other raw materials ruled at very high levels resulting in cost pressure for your Company. On the other hand, low prices of conventional raw materials like cotton seed cake put pressure on pricing and growth of our premium Cattle Feeds. Your Company responded to these challenges by launching new products formulated to take care of environmental changes and extended grass root level projects to develop markets for premium Cattle Feeds. The Companys aqua feed business suffered a set back due to postponement of the shrimp farming season. Your Company launched several new premium brands in this segment which are expected to help us garner a larger share of the market in coming years. Your Company has also entered into a tie-up with Uni President Group of Taiwan for mutual benefits in the area of shrimp feeds through joint sourcing of critical raw materials and feed additives. In spite of growing integration, your Company was able to improve its sales of Broiler Feeds on the strength of improved performance and services. The Animal Feeds Division has also improved the Management of Working Capital. Your Companys Khanna factory bagged the prestigious National Productivity Award for five consecutive years.

INTEGRATED POULTRY BUSINESS

Your Company, has been able to achieve break-through performance in its breeding business. Your Companys TV Commercial for "Real Good Chicken", received good response resulting in increase in the market share. Your Company has also introduced new products in the Ready to cook category.

AGRICULTURAL INPUTS

The Agri Inputs Division has returned an excellent performance with growth in the top line of 49% and growth in the bottom line of 278% aided by a strong growth in Vipul Granules, Vipul Spray and other Plant Growth Promoters. The Divisions initiative to provide Complete Solution to Agri Sector through "Aadhaars" also received good response from the rural community. Your Company has opened more "Aadhaars" all over the country including states like Haryana, Gujarat, Maharashtra, Tamil Nadu and Andhra Pradesh. Your Company ventured into fresh Vegetables and fresh Fruits retailing through the launch of "Natures Basket" in Mumbai. This initiative has received a good response within a short span of time.

OIL PALM PLANTATIONS

The Division has continued to report good performance. Your Company received allocation of fresh area in Belgaum District of Karnataka for development of Oil Palm. An MOU has been signed with Govt. of Gujarat for development of Oil Palm in that State. The Oil Palm Mills have improved oil extraction efficiency. A new Palm Kernel Mill has been added in the existing Oil Mill at Andhra Pradesh.

PLANT BIOTECH BUSINESS

The Plant Biotech Division recorded a good performance. The Division continues to supply Tissue Culture Banana plantlets to farmers in Andhra Pradesh, Gujarat and Maharashtra and has started supplying to Uttar Pradesh and Bihar during the year under review. The Division has supplied Strawberry plants to farmers in Maharashtra.

FINANCE AND INFORMATION SYSTEMS

The Company was able to substantially reduce the cost of funds during the year by efficient treasury operations. Effective management of Working Capital helped the Company to repay a part of the borrowings. Your Company has fully exploited its activities in priority sector to access lower interest rates for its operation. The Companys Commercial Paper programme continues to carry the Apex rating of A1 + from ICRA for Rs. 15 crore. Your Company continues to leverage on its IT strengths. During the year, your Company initiated projects enabling structured information sharing for procurement.

OTHER INITIATIVES

During the year, your Company has made strategic investments in related lines of businesses. Your Company acquired 26% stake in Hyderabad based Creamline Dairy Products Ltd. and Creamline Nutrients Ltd, both of which are into milk and milk products. Your Company has also acquired 26% stake in Pune based Polchem Hygiene Laboratories Pvt. Ltd. which manufactures and markets a wide range of bio-security products and novel bio-technology based products. These investments will bring in substantial benefit through synergy. Your Company also invested in a 1.25 MW windmill which was commissioned during the last quarter of the year at Dhule, Maharashtra. The Maharashtra State Electricity Board has agreed to purchase all the power produced by this Windmill on terms attractive to your Company.

DIVIDEND

Your Directors have declared and paid interim dividend for 2004-05 amounting to Rs. 5.50 per share of face value of Rs. 10/- each, i.e. 55% (previous year 75%). Your directors recommend a final dividend amounting to Rs. 3.30 per share of face value of Rs. 10/- each, i.e., 33% (previous year nil)

FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial year under review.

HOLDING COMPANY

Your Company continues to be a subsidiary of Godrej Industries Limited as defined under Section 4(1)(b) of the Companies Act, 1956.

SUBSIDIARY COMPANY

Your Company continues to be the holding Company of Goldmohur Foods and Feeds Ltd (GFFL) and Golden Feed Products Ltd (GFPL).

The audited Balance Sheets of GFFL as on 31st March, 2005, together with the Profit and Loss account of GFFL for the year ended on that date and the Directors Report, is attached to the Profit and Loss Account and Balance Sheet of your Company. Similarly the audited Balance Sheet of GFPL as on 31st March, 2005 and the Directors Report are attached.

Also annexed hereto is the Statement required under Section 212(1) of the Companies Act, 1956 relating to GFFL and GFPL.

JOINT VENTURE

Your Company has formed a joint Venture with ACI Ltd, Bangladesh for carrying on businesses of Poultry Feeds, rearing of poultry birds, etc. The Joint Venture has equal participation from your Company and ACI Ltd. Operating in the name and style of ACI Godrej Agrovet Private Limited, the joint Venture is expected to commence production very soon.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in respect of these matters, required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of farticulars in the Report of the Board of Directors) Rules, 1988 and forming part of this Report, is annexed hereto (Annexure - A).

DIRECTORS

Mr. N.B. Godrej and Mr. J.N. Godrej, directors, retire by rotation at the ensuing Annual General Meeting in accordance with Article 124 of the Articles of Association of the Company and the provisions of the Companies Act, 1956 and being eligible, offer themselves for re-appointment.

Mr. N.C. Gawankar resigned from the Board of Directors with effect from 8/12/04. The Board places on record its appreciation for his contribution to the success of your Company since its inception. The vacancy created by Mr. N.C. Gawankars resignation has been filled with the appointment of Mr. Amit Choudhury who joined the Board with effect from 8/12/04. Mr. Amit Choudhury brings with him a rich experience of managing a vast array of businesses. Notice under Section 257 of the Companies Act, 1956 has been received from a member signifying intention to propose his appointment as Director in the forthcoming Annual General Meeting.

AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The retiring Auditors M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai are eligible for re-appointment.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 1956, has been laid out in the Schedules attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors Report are self-explanatory and therefore do not call for any further explanation.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292 A of the Companies Act, 1956, your Company had constituted the Audit Committee of the Board of Directors, comprising of the following members :

Mr. N.B. Godrej Chairman Dr. S.L. Anaokar Member Mr. C.K.Vaidya Member

The Audit Committee which acts in accordance with the terms of reference specified by the Board from time to time had made several recommendations to the Board in respect of internal control systems, concern areas, adherence to Standard Accounting principles, etc. The Board has since accepted the recommendations and acted on it.

RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm :

a) 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;

b) that they have selected such accounting policies and applied them consistently and made judgements 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 and of the profit or loss of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

HUMAN RESOURCES

Attracting, retaining and motivating Human Resources is pre-requisite for the success of your Company.

Human Resource Management and Development continues to be the focus of your Company. The industrial relations at all units continued to be cordial. The Board would like to place on record its sincere appreciation of the dedicated performance turned in by the employees of your Company.

PARTICULARS OF EMPLOYEES

Details of the employees covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2002, are attached (ANNEXURE B).

For and on behalf of the Board of Directors C.K.Vaidya N.B. Godrej Managing Director Chairman Mumbai, May 30,2005.

ANNEXURE A

ANNEXURE FORMING PART OF THE DIRECTORS REPORT

INFORMATION PURSUANT TO 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 IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

A. Conservation of Energy

I. The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken. Some of the measures adopted by your Company towards conservation of energy were as follows:

(1) Limit Switches are provided for Tanks for automatic switching on & off the Motors.

(2) Additional Capacitors at MCCs to improve Power Factor. Monitoring and Control of Power Factor by use of Power factor control system.

(3) Replacement of under loaded motors with Optimum loaded motors.

(4) Old Hammer Mill replaced by new generation Hammer Mill.

B. Technology absorption, adaptation and innovation

I. During the year under review, in-house research in quality systems and standards was continuously carried out. The highlights are as follows:

i. New Feed Additives introduced in the formulation.

ii. Improved performance of "Diamore".

II. The benefits derived as a result of the various efforts are as follows:

i. Reduction in cost of production

ii. Increased Berry size of grapes which helps farmers realise a substantially higher price through exports.

III. The Companys expenditure on R&D is given below :-

Expenditure on R & D 2004-2005 2003-2004 Rs. lac Rs. lac

(a) Capital 0.31 0.92

(b) Recurring 107.30 95.25

(c) Total 107.61 96.17

(d) Total R&D expenditure as 0.19% 0.20% a percentage of total turnover

C. Foreign Exchange earnings and outgo

I. Your Companys efforts to export agricultural inputs (Vipul - liquid, Achook, Nimin) to South Asian countries continued during the year. The efforts to export agricultural inputs to other countries are continuing.

2004-2005 2003-2004 Rs.lac Rs.lac

II. Foreign exchange used 687.77 496.09

III. Foreign exchange earned 55.34 68.20

For and on behalf of the Board of Directors C.K. Vaidya N.B.Godrej Managing Director Chairman Mumbai, May 30, 2005.

---

Mar 31, 2004

To The Shareholders The Directors have pleasure in submitting their Report along with the audited Accounts for the financial year ended on 31st March, 2004. FINANCIAL RESULTS The Company's performance during the year as compared with that during the previous year is summarised below: For the For the year ended year ended 31/3/2004 31/3/2003 Rs. lac Rs. lac Total Income 49493.82 47639.35

Profit Before Taxation (PBT) 1159.72 1009.59

Less: Provision for Taxation 264.00 123.00

Profit After Taxation (PAT) 895.72 886.59

Prior period income/(expenses) 90.28 (56.00)

Balance brought forward from previous year 1848.45 1679.83

2834.45 2510.42 Appropriations

Interim Dividend 533.91 448.48

Final Dividend - 113.90

Tax on Dividend 68.41 14.59

General Reserve 100.00 85.00

Balance Carried Forward to Balance Sheet 2132.13 1848.35

2834.45 2513.42 REVIEW OF OPERATIONS During the year under review your Company achieved a revenue growth of 4% and a PBT growth of 15% over the previous year. This was a commendable performance considering that the year witnessed a major turmoil in the Broiler and Aqua Feed Industry. The business wise performance is reviewed hereunder. ANIMAL FEEDS The Animal Feed business operated under a challenging external environment during the year. Despite favorable monsoons, prices of soya meal and maize ruled high due to a sport in exports during the initial period of the year. Placement of poultry birds was low compared to the same period of the previous year. Added to this, Northern markets were weighed down by poultry diseases. Scare of the bird fly created further turmoil in the Poultry industry during the 4th quarter. The Division has taken several successful initiatives during the year to develop new markets for its cattle feeds. More such initiatives are planned in future and these steps should pave the way for an accelerated growth for the Company's cattle feed business. The problem of aqua farms in the form of lower demand from the Far East and the threat of Imposition of anti dumping duty by the USA put a squeeze on the margins of the Aqua Feed Business. The Division was able to overcome the challenges posed by the environment by focused efforts on cost reduction fight management of Working Capital and Treasury and by leveraging on Its R&D strengths to post a creditable performance during the year. INTEGRATED POULTRY BUSINESS The Indian Broiler Industry continues to experiences considerable pressure on margins, Though the problem of excessive placements of birds abated, feed costs continue to be high despite very good monsoons witnessed by the country. Lucrative export opportunities both for maize and soya meal negated the beneficial impact of goods harvests. The scare of bird flu in the last Quarter of the year adversely affected both volumes as well as relations. The continued focus on branded processed chicken and de-focus from non-branded products improved the capacity utilisation and the margins and enavled the division turn in a better performance during 2003-04 compared to the previous year. AGRICULTURAL INPUTS Aided by a very Good monsoon the Division came up with a top line growth of 33% and substantially improved the bottom line, Focused and intensive working resulted in strong growth in Vipual growth. The Division is planning a major strategic initiative to provide complete solution' to the Agri sector Encouraged by the success of the pilot project launched near Pune, similar initiatives are planned to be rolled out in North land East during 2004-2005. The R & D team is working on very interesting projects including with the efforts to increase the spectrum of activity to new crop segments for existing products. Efforts are on to tap the potential to export to US, Australia, Kenya and Egypt. OIL PALM PLANTATIONS The Division continued to register excellent performance holding on to its high standards set in the earlier yeas. Both the volumes and realisations showed an increase in the Company's plants at Pothepally and Goa. The division received allocation of additional Mandals from Andhra Pradesh Government in Kharhmam DIstrict. To increase productivity of Oil Palm Estates Oil Palm sprouts have been imported from Central America, Encouraged by the response to the One-stop-shop, a second has been opened near the Plant in Andhra Pradesh. The Pothepally Mill was awarded a subsidy of Rs. 4.5. lac from the Andhra Pradesh Pollution COntrol Board in recognition of 'zero' level wastage achieved by the Mill. PLANT BIOTECH BUSINESS The Plant Biotech Divisions recorded another year of very good performance. The Company continues to be No. 1 in the Tissue Culture Business both in Andhara Pradesh and Gujarat. The Division has started an additional secondary hardening facility in Gujarat to meet the increased demand. During 2004-05 the business is being extended to Utter Pradesh and Bihar, which hold considerable. The protocol developed for additional varieties of bananas and the new method of hardening the net pot plants for their transportation has added to the resilience of the Division. FINANCE AND INFORMATION SYSTEMS The overhaul of the Company's financial structure, carried out in the previous year ensured a substantial reduction in the cost of funds during the year, Tight management of Working Capita enabled the Company to repay a major part of the borrowings. Lower interest rates coupled with reduced levels of borrowings ensured that the interest cost burden for the year was considerably lower compared to the previous years. The Company's Commercial Paper programme continues to carry the Apex rating of A1+ from ICRA and has been increased to cover a higher program of Rs. 15 crore. Your Company continues to leverage on its IT strengths. During the year a low cost database integration solution, developed in house, was implemented leading to reduced response time and improved usability of the database. The database integration also ensured off site storage which acts as a disaster recovery aid. The user friendly B2F portal (Business to Employee) continues to be a simple and effective tool for employees to reach out to each other. DIVIDEND The Directors have declared and paid two interim dividends for 2003-04 together amounting to Rs. 7.50 per share of face value of Rs. 10/- each, i.e. 75% (previous year 63%). Your directors do not recommend any final dividend (previous year 16%). FIXED DEPOSITS The Company has not accepted any public deposits during the financial year under review. HOLDING COMPANY The Company continues to be the holding Company of Goldmohur Foods and Feeds Ltd (GFFL). During the year, your Company has promoted a 100% subsidiary named Golden Feed Products Ltd (GFPL). The audited Balance Sheets of GFFL for the year5 ended on that date and the Directors' Report. is attached to the Profit and Loss Account and Balance Sheet of your Company. Similarly the audited Balance of GFPL as on 31st March, 2004 alongwith the Directors' Report are attached. Also annexed hereto is the Statement required under Section 212(1) of the Companies Act, 1956 relating to GFFL and GFPL. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information in respect of these matters, 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 and forming part of this Report, is annexed hereto (Annexure-A). DIRECTORS Mr. V.M. Crishna and Mr. K.N. Petigara, directors, retire by rotation at the ensuing Annual General Meeting in accordance with Article 124 of the Articles of Association of the Company and the provisions of the Companies Act, 1956 and being eligible, offer themselves for re-appointment. AUDITORS You are requested to appoint Auditors for the current year and fix their remuneration. The retiring Auditors M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai are eligible for re-appointment. ADDITIONAL INFORMATION The additional information required to be given under the Companies Act,1956, has been laid out in the Schedules attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors, Report are self-explanatory and therefore do not call for any further explanation AUDIT COMMITTEE Pursuant to the provisions of Section 292 A of the COmpanies Act, 1956, your company had constituted the Audit Committee of the Board of Directors, Comprising of the following members: Mr. N.B. Godrej Chairman Dr. S.L. Anaokar Member Mr. N.C. Gawankar Member During the year, Mr. C.K. Vaidya was inducted as a member of the Audit Committee. The Audit Committee which acts in accordance with the terms of reference specified by the Board from time to time had made several recommendations to the Board in respect of internal control systems, concern areas, adherence to Standard Accounting Principles, etc. The Board has since accepted the recommendations and acted on it. RESPONSIBILITY STATEMENT Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm: a) 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; b) that they have selected such accounting policies and applied them consistently and made judgements 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 and of the financial year and of the profit or loss of thee Company for preventing and detecting fraud and other irregularities; d) That they have prepared the annual accounts on going concern basis. HUMAN RESOURCES Human Resources Management continues to be an integral part of Company's Corporate strategy and no effort is spared to maintain high level of employee morale and to foster a corporate culture that acts a catalyst to the growth and development of talented employees are actively encouraged to coach and act as mentors of their team members to enable them to raise their performance levels continuously. PARTICULARS OF EMPLOYEES Details of the employees covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) (Amendment)Rules, 2002, are attached (ANNEXURE B). For and on behalf of the Board of Directors C.K. Vaidya A.B. Godrej Managing Director Director Mumbai, May 21, 2004. ANNEXURE 'A' ANNEXURE FORMING PART OF THE DIRECTORS' REPORT INFORMATION PURSUANT TO 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 IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO: A. Conservation of Energy 1. The Company continues its policy of encouraging energy conservation measures. Regular review of energy consumption and the system installed to control utilizations of energy is undertaken. Some of the measures adopted by your Company towards conservation of energy were as follow:- a) Use of gas used boiler, dryer and gensets. b) Change in design of the post conditioning tanks to have continuous flow and installation of additional rank to reduce change over time. c) Monitoring the power factor d) Reduction of load on Pellet mills for steam absorption. B. Technology absorption, adaptation and innovation I. During the year under review, in-house research in quality systems and standards was continuously carried out. The highlights are as follows: i. Development of new methods for primary hoarding of banana plantlets. ii. Improvement in pelleting process. iii. Improved performance of Supershakti Combine. III. The benefits derived as a result of the various efforts are as follows: i. Optimum utilisation of steam and power ii. Reduction in cost of production iii. Uniform quality of crumbs and pellets III. The Company's expenditure on R&D is given below:- Expenditure on R&D: 2003-2004 2002-2003 Rs. lac Rs. lac (a) Capital 0.92 - (b) Recurring 19.28 10.22 (c) Total 20.20 10.02 (d) Total R&D expenditure as 0.04% 0.02% C. Foreign Exchange earnings and outgo I. The Company's efforts to export agricultural inputs (vipul-liquid, Achock, Nimin) to South Asian countries continued during the year. The efforts to export agricultural inputs to other countries are continuing. During the year, Your Company has exported parent stocks of poultry to Sri Lanka and bangladesh. 2003-2004 2002-2003 Rs. lac Rs. lac II. Foreign exchange used 496.09 593.81 III. Foreign exchange earned 68.20 118.12 Foreign and on behalf of the Board of Directors C.K. Vaidya A.B. Godrej Managing Director Director Mumbai, May 21, 2004.

---

Mar 31, 2003

Your Directors have pleasure in submitting their Report along with the audited Accounts for the financial year ended on March 31, 2003.

FINANCIAL RESULTS

Your Companys performance during the year as compared with that during the previous year is summarised below; -

2002-2003 2001-2002 Growth (Rs. lac) (Rs. lac) (%)

Total Income 47639.35 43964.24 8.36

Profit Before Taxation (PBT) 1BB9.59 510.44 97.79

Less: Provision for Taxation - - 123.00

Profit After Taxation (PAT) 886.58 510.44 73.69

Provision for expenses relating to previous year - - (56.01)

Add: Surplus brought forward - 1679.83 1795.79

Less: Taken over pursuant to amalgamation of Godrej Plant Biotech Limited - - (217.98)

Amount available for appropriation - 2510.42 2088.25

Appropriations

Your Directors recommend appropriations as under:

Dividend -

Interim paid 448.48 279.87

Final (proposed) 113.90 -

Provision for tax on Dividend 14.59 28.55

Transfer to General Reserve 85.00 100.00

Surplus Carried Forward 1848.45 1679.83

Total Appropriations 2510.42 2088.25

REVIEW OF OPERATIONS

Your Company registered a top line growth of 8% and a 98% growth in PBT during the current year. It is heartening to note that this growth was achieved on a base year, i.e. 2001-02, which in itself had witnessed a substantial growth over 2000-01 and during a year that witnessed a major deficit in rainfall leading to failure of both Kharif as well as Rabi crop. The business-wise performance is reviewed nereunder:

ANIMAL FEEDS

The Animal Feed business turned in an excellent performance under extremely challenging conditions caused by the drought and consequent shortfall in the production of maize and oil seeds. The Division successfully leveraged the resilience built into the organisation over the past several years through R & D activities focussed on cost reduction and product performance. Operational synergies arising from the acquisition of Goldmohur Foods & Feeds Ltd (GFFL), centralised procurement, successful introduction of TPM in some of the major plants and the high quality shrimp feed produced from the new plant at Chennai, further helped in protecting the margins. INTEGRATED POULTRY BUSINESS

The Indian Broiler Industry continued to reel under conditions of excessive supply which brought the margins under severe strain. The rise In feed costs caused by the drought added to the pressure on the margins. Under the circumstances, focus was shifted to the branded processed chicken business resulting in an increase in the capacity utilisation both at Bangalore and at Taloja factories and several new SKUs in the form of chicken portions were introduced, viz. chicken legs, breast boneless, etc. to shore up the margins. AGRICULTURAL INPUTS

The rare phenomenon of simultaneous failure of Kharif and Rabi crops led to low yields and erosion of the purchasing power of the farmers. As a result, the top line witnessed a de-growth of approximately 25% and affected the divisional performance adversely, The response to "one-stop shop" continues to be encouraging by offering a direct interface with the farmers and is used to educate and advise the farmers on the usage, dosage etc. Some of the products, notably HBR based products, Poorak liquid and Neem based insecticides managed to grow inspite of the adverse conditions. The business also made further headway on the export front, opening up new opportunities for future.

OIL PALM PLANTATIONS

The Oil Palm Plantation Business turned in a sterling performance registering improvements in almost all business parameters for the second year in succession. The Division achieved higher realisations, volume growth and improved margins. Mill efficiency went up both In A.P. as well as in Goa during the year. Significant strides made in oil loss reduction, increased capacity utilisation and innovative Initiatives to achieve zero waste in the oil mills helped improve the margins.

The Crude Palm Oil fractionation unit at A.P. was completed ahead of schedule, The Commerical Production from the Plant started In March, 03.

Sequel to the notification issued by the Central Government during the year, under section 209(1 )(d) of the Companies Act, 1956, maintenance of cost records relating to plantation activity has become mandatory.

Your Company has taken the necessary steps to ensure compliance with the notification.

PLANT BIOTECH BUSINESS

The year 2002-03 was a water shed for your Companys Plant Biotech Business. Sale of banana plantlets registered a volume growth of 65% taking your Company to the No.1 slot in A.P. and Gujarat moving the Division beyond the break-even point. Plans are afoot to extend the business to Karnataka and Meghalaya. After sales service and high quality of the plantlets continue to be the bulwark for this business. The Division has developed protocols for two more varieties of banana and a new method for hardening of the net pot plants and their transportation. Sugarcane planting material supplied by the business is eliciting good feedback from the farmers.

FINANCE AND INFORMATION SYSTEMS

The task of replacing high cost rupee debts with Dollar loans obtained on favourable terms was completed. The Companys Commercial Paper Progiamme continues to carry the apex rating of A1+ from ICRA enabling the Company to raise short term funds at highly competitive rates. With the Implementation and standardisation of the latest version of MFG/PRO your Company was able to reap the benefits of improved usability, shortened response time and a commendable level of stability of the ERP package. Several steps were taken during the year including marginal investments to improve the connectivity of certain far off locations. A new ERP package was developed in-house to suit the specific needs and features of the Integrated Poultry Business. The activities of Plant Biotech Division which was merged into the organisation at the beginning of the year were mapped on MFG/PRO for integration into the Companys system. Efforts are on to implement a low cost solution for data base integration and clip the response time and improve the usability. During the year, your Company implemented a powerful and user friendly B2E (Business to Employee) Portal.

OTHER INITIATIVES

Total Productive Maintenance (TPM) introduced in Chennai, Khanna, Miraj, Sachin and Vijaywada resulted in significant savings in manufacturing overheads. The concept of Economic Value Added (EVA) was well internalised. Constant focus on EVA helped the Company increase the shareholder value.

DIVIDEND

Your Directors have declared and paid an interim dividend for 2002-03 of Rs. 6.30 per share of face value of Rs. 10/- each, i.e. 63% (previous year 40%). Your directors recommend a final dividend of Rs. 1.30 per share of Rs. 10 each, i.e. 13% (previous year Nil).

FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial year under review.

HOLDING COMPANY

Your Company continues to be a subsidiary of Godrej Industries Limited as defined under Section 4(1 )(b) of the Companies Act, 1956.

SUBSIDIARY COMPANY

Your Company continues to be the holding Company of Goldmohur Foods and Feeds Ltd (GFFL).

The audited Balance Sheet of Goldmohur Foods and Feeds Ltd (GFFL) as on 31st March, 2003. together with the Profit and Loss account for the year ended on that date and the Directors Report is attached to the Profit and Loss Account and Balance Sheet of your Company.

Also annexed hereto is the Statement required under Section 212(1) of the Companies Act, 1956 relating to GFFL.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in respect of these matters, 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 and forming part of this Report, is annexed hereto (Annexure - A).

DIRECTORS -

Mr. A.B. Godrej and Mr. N.D. Sidhva, directors, retire by rotation at the ensuing Annual General Meeting in accordance with Article 124 of the Articles of Association of the Company and the provisions of the Companies Act, 1956 and being eligible, offer themselves for re-appointment.

The term of appointment of Dr. S.L. Anaokar, the Managing Director, will come to an end on 28th June, 2003 pursuant to the Agreement dated August 14, 1998. The Company proposes to extend the term upto December 31, 2003 whereupon he will superannuate as per the scheme of the Company.

Mr, C.K. Vaidya and Ms. Tanya A. Dubash have been appointed as "Additional Directors", w.e.f. April 1 and April 10, 2003 respectively. Mr. C.K. Vaidya has joined the Company w.e.f. April 1, 2003 and is in the whole- time employment. He will succeed Dr. S.L. Anaokar, the "Managing Director" on his superannuating on December 31, 2003. Mr. C.K. Vaidya is B.Tech (Mech) from IIT. Mumbai with PGDM from IIM, Kolkata. He is 53 years of age and has experience of over 28 years in the field of Production, Marketing, Corporate Management and Human Resource Development - all with Godrej Group. Mr. C.K. Vaidya has come from Godrej Industries Ltd where he worked as "Executive Director - Corporate HR".

Ms. Tanya A. Dubash is AB - Economics from Brown University, U.S.A. She is 34 years of age and has experience of over 13 years in the field of Marketing and Corporate Management.

The Board expects to reap considerable benefits with the induction of Mr. C.K. Vaidya and Ms. Tanya Dubash.

AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The retiring Auditors M/s. Kalyanlwalla & Mistry, Chartered Accountants, Mumbai are eligible for re-appointment.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 1956, has been laid out in the Schedules attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors Report are self-explanatory and therefore do not call for any further explanation.

AUDIT COMMITTEE

Pursuant to the provisions of section 292 A of the Companies Act, 1956, your Company had constituted the Audit Committee of the Board of Directors, comprising of the following members:

Mr. N.B. Godrej, Chairman

Dr. S.L. Anaokar, Member

Mr. N.C. Gawankar, Member

The Audit Committee which acts in accordance with the terms of reference specified by the Board from time to time had made several recommendations to the Board in respect of internal control systems, concern areas, adherence to Standard Accounting practices, etc. The Board has since accepted the recommendations and acted on it.

RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm ;-

a) 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;

b) that they have selected such accounting policies and applied them consistently and made judgements 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 and of the profit or loss of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

ANNEXURE A

ANNEXURE FORMING PART OF THE DIRECTORS REPORT

INFORMATION PURSUANT TO 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 IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO :

A. Conservation of Energy

I. The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken. Some of the measures adopted by your Company towards conservation of energy were as follows:- i) Installation of gas based power generation set and continued use of gas based dryer and steam generating boiler run on CNG has resulted in a saving of almost Rs. 10 lacs per annum

ii) Installed Automatic Power Factor Control Relays for optimum utilisation of electricity.

iii) Modified plant designs (or optimisation of power loads.

II. Company is predominantly engaged in manufacture of Animal Feeds, an item which does not feature in the schedule of Industries requiring information specified in the prescribed form. Hence the details of energy consumption are not furnished.

B.Technology absorption, adaptation and Innovation

I. During the year under review, In-house research in quality systems and standards was continuously carried out. The highlights are as follows:

I. Further process improvement in the synthesis of HBR.

ii. Pelleting process improvement in Aqua Feed.

iii. Development of Seaweed based new bio-fertiliser.

II. The benefits derived as a result of the various efforts are as follows:

i. Further reduction in cost of synthesis.

ii. Continuous improvement in quality of the products.

iii. Achieved uniform quality pellets of Aqua feed.

HUMAN RESOURCES

Human Resources with a high level of competence and morale is a very important ingredient for the success of an organisation. Your Company had arranged Training and Development Programmes for its key personnel based on a Talent Assessment carried out by the Experts. Senior employees are actively encouraged to coach and act as the mentor of their Team members to enable them raise their performance levels continuously-

PARTICULARS OF EMPLOYEES

Details of the employees covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2002, are attached (ANNEXURE B).

For and on behalf of the Board of Directors Dr.S.L. Anaokar A.B. Godrej Mumbai, May 27, 2003. Managing Director Director

III. The Companys expenditure on R&D Is given below :- Expenditure on R & D

2002-2003 2001-2002 Rs. lac Rs. lac

(a) Capital - 3.91

(b) Recurring 10.02 31.58

(c) Total 10.02 35.49

(d) Total R&D expenditure as 0.02% 0.08% a percentage of total turnover

IV. Your Company makes use of indigenous technology. However, for the manufacture of shrimp feeds, the Company has imported Aqua feed machinery from Rotosquare Enterprises Ltd., Taiwan. The commercial production with the use of imported machinery has commenced and the product quality is reported to be excellent.

C. Foreign Exchange earnings and outgo

I. Your Companys efforts to export agricultural inputs (Vipul - liquid, Achook, Nimin) to South Asian countries continued during the year. The efforts to export agricultural inputs to other countries are continuing. During the year, your Company has exported parent stocks of poultry to Sri Lanka and Bangladesh.

2002-2003 2001-2002 Rs. lac Rs. lac

II. Foreign exchange used 593.81 566.51

III. Foreign exchange earned 116.45 183.18

For and on behalf of the Board of Directors Dr. S.L. Anaokar A.B. Godrej Mumbai, May 27, 2003. Managing Director Director

---

Mar 31, 2002

Your Directors have pleasure in submitting their Report along with the audited Accounts for the financial year ended on March 31, 2002.

OPERATING RESULTS

Your Company's performance during the year as compared with that during the previous year is summarised below:-

2001-2002 2000-2001 Growth (Rs. Lac) (Rs. Lac) (%)

Total Income 43964.24 37073.58 18.6

Profit Before Taxation 510.44 347.87 46.7

Less: Provision for Taxation - 86.00 -

Profit After Taxation 510.44 261.87 94.9

Add: Surplus brought forward 1795.79 1738.13 -

Taken over pursuant to amalgamation of Godrej Plant Biotech Limited (217.98) - -

Amount available for appropriation 2088.25 2000.00 -

Appropriations

Your Directors recommend appropriations as under:

Dividend

Interim paid 279.87 - -

Final (proposed) - 139.94 -

Provision for tax on Dividend 28.55 14.27 -

Transfer to General Reserve 100.00 50.00 -

Surplus Carried Forward 1679.83 1795.79 -

Total Appropriations 2088.25 2000.00 -

REVIEW OF OPERATIONS

This was a year of mixed fortunes for your Company with some businesses doing very well and some with an average performance. The top line grew by a healthy 18.5% from Rs. 370 crore in the previous year to Rs. 439 crore this year. The low prices of live broilers in the Poultry business in the second quarter of the year considerably pulled down the overall good performance of the Company. The business-wise performance is briefly reviewed hereunder.

ANIMAL FEEDS

The animal feeds business had a good year enhanced by the strength of the combined operations with Goldmohur Foods & Feeds Ltd. the animal feed business acquired from Hindustan Lever Limited last year.

Your Company enhanced its stake in Goldmohur Foods and Feeds Ltd. (GFFL) from 74% to 100% during the year. The strong leadership position that your Company enjoys in the animal feed business has enabled it to perform well even under a difficult competitive environment.

The acquisition of GFFL has put your Company's Animal Feed business in a strong leadership position, allowing it to reap the benefits of operational synergies. Your Company has been able to successfully leverage its procurement and production capabilities. The Animal Nutrition and Innovation Centre of GFFL also helped your Company to improve and fine tune its formulations that helped produce better feed at lower cost.

Your Company has also continued emphasising Cattle Feed as a thrust area and has pursued a central marketing initiative to upgrade existing users to premium products and improve its market share and leadership position in this category. Your Company's R & D has successfully formulated a special buffalo feed which can be used with traditional feed ingredients. Your Company expects this product to do well in the future.

As part of its centralised procurement initiative the Company has been able to tie up with reputed suppliers in India to achieve better quality and delivery assurance, apart from better logistics management.

The focus on profitable shrimp feed brands continued and was reinforced with the commissioning of the state of the art Aqua Feed plant at Chennai. The new plant is able to produce shrimp feed of excellent quality comparable to the best in the industry and to international standards. The products have been well received in the market place.

Your Company has commenced TPM initiatives at its major factories during the year. Your Directors expect this initiative to further improve the quality assurance, while reducing the cost of production.

INTEGRATED POULTRY BUSINESS

The year started very well for this business with targets being exceeded for the various end products in the first quarter. However, the markets slumped very steeply in the second and third quarter completely negating all the positives of the first quarter. The production improvement measures undertaken helped your Company to reduce its costs and thereby the losses of the business.

Your Company has consciously decided to concentrate more on processed poultry products to reduce the volatility and uncertainty, which is a characteristic of the live broiler market. Despite this set back, the Company's business plan for the processed poultry business continued as scheduled.

Your Company's state-of-the-art chilled chicken Processing Plant at Taloja near Mumbai was commissioned in March, 2002 and Real Good Chicken was launched in Mumbai and neighbouring markets in April 2002.

Your Company's Real Good Chicken brand of fresh, hygienically processed chicken supplied in tamper-proof packs has received overwhelming response from the consumers resulting into consistent stock-outs post its launch in April 2002. Your Company is planning to quickly scale up the production and supply to meet the increasing demand.

To assure the consumers about the quality standards being maintained in the processing plants, your Company has started the process of getting ISO and HACCP certification.

The franchisee outlets (Real Good Chicken Spots) set up in various parts of Mumbai are doing well and the product portfolio in these would now be complemented with processed chilled chicken, apart from live broilers.

AGRICULTURAL INPUTS

The agricultural inputs division of your Company had a good topline growth of about 45% this year with turnover increasing to about Rs, 43.5 crore from Rs, 30 crore last year. The Crop-product focus and price differentiation strategies, coupled with a strict control on Working Capital have helped this business during the year. The experimental One Stop Shop for agri inputs has become operational in Andhra Pradesh and the response is encouraging. Your Company plans to expand the product range made available through such outlets and increase other extension activities in the area of procurement in the coming year. Your Company's micro nutrient mixture "Poorak" and HBR based products did very well this year. The export of agricultural inputs has shown a good growth and your Company sees a good potential for its agricultural inputs abroad.

OIL PALM PLANTATIONS

The Oil Palm Plantations business did extremely well with achievement of very good production efficiencies and good realizations, thanks to favourable international and local prices tor Crude Palm Oil. Excellent quality of your Company's CPO has helped fetch premium pricing. Your Company's new Palm Oil Mill at Goa commissioned in June 2001, has achieved good production efficiencies, though capacity utilisation remains an issue. Looking at the good performance of the business and the future potential, your Company is also planning to set up Crude Palm Oil fractionation capacity for value addition.

PLANT BIOTECH BUSINESS

The Plant Biotech business of your Company's erstwhile subsidiary. Godrej Plant Biotech Ltd. now merged into the Company, as explained later in this report, did very well during the year with record sales of over one million banana plantlets. The plantlets have been well accepted which is confirmed by the repeat orders from customers. Your Company has set ambitious targets of sales in the coming year and to expand the market geographically too.

The erstwhile 100% subsidiary viz. Godrej Plant Biotech Ltd. (GPBL), was merged into the Company effective 1st January, 2002, under a scheme of amalgamation approved by the honourable High Courts of Hyderabad and Mumbai.

GPBL has over the years, acquired valuable experience and expertise in micro-propagation through tissue culture technique and has been successful in producing high quality, high yielding banana plantlets, potato tuber seeds and sugarcane plantiets. While the tissue culture plants serve as excellent planting material, marketing of these products heed a very good distribution and after-sales service network. The low scale of operations and limited geographical spread made it extremely difficult for GPBL as a stand-alone Company to manage without making further investments in manpower, facilities, etc., which the cash flows of the business did not permit. However, looking at the future potential of this business, your Directors felt that merging GPBL into your Company would be a value adding proposition.

Your Company's distribution, field force and technical service personnel belonging to the Agricultural Inputs division can help in the marketing and sales of the tissue culture products and improve the presence in diverse markets. Further, the R & D of your Company would also be of use in improving the product quality. Your Directors feel that the business synergies and scale economies would enhance shareholder value of the merged entity.

FINANCE AND INFORMATION SYSTEMS

The financial position of your Company continues to be sound. Your Company's Commercial Paper programme continues to carry the top most rating of A1+ from ICRA. The rating indicates that the prospect of timely repayment of debt/obligation is the best. During the year, your Company restructured its loan portfolio to reduce the cost of borrowings and has been successful in this endeavour. This was achieved through prepayment of high cost debt, converting Rupee Loan into Dollar loans on favourable terms, etc.

Your Company's ERP infrastructure has been upgraded to the latest version of MFG/PRO to further enhance business benefits with improved usability, response time and stability. To improve services to remote locations, various solutions were studied and a suitable solution for remote `log in' and administration will be implemented. The connectivity and information infrastructure of GFFL has been successfully integrated with that of your Company and your Company's centralised helpdesk is now serving the needs of GFFL. Your Company has studied and is in the process of implementing some specific e-commerce initiatives that would directly help its businesses.

OTHER INITIATIVES

TQM initiatives in the form of SGA, Quality Circles, etc. continued during the year. Your Company has also commenced Total Productive Maintenance (TPM) initiatives at its major factories to improve production efficiencies.

Your Company's decision to adopt the Economic Value Added (EVA) as the benchmark performance indicator has been very useful in driving business results and improving shareholder value. The training intervention with the assistance of M/s. Stern Stewart & Co., who have pioneered the development of the EVA framework, has helped the employees at all levels to understand and apply the concepts and methodology successfully.

DIVIDEND

Your Directors have declared an interim dividend for 2001-02 of Rs. 4.00 per share of Rs. 10/- each, i. e. 40% (Previous year 20%). Your Directors do not recommend any final dividend.

Fixed Deposits

Your Company has not accepted any public deposits during the financial year under review.

Holding Company

Your Company continues to be a subsidiary of Godrej Industries Limited under Section 4(1)(b) of the Companies Act, 1956.

Subsidiary Company

Your Company continues to be the holding Company of Goldmohur Foods and Feeds Limited (GFFL). During the year your Company acquired the balance shares of GFFL from Hindustan Lever Limited and has increased its shareholding from 74% to 100%.

The financial year of Goldmohur Foods and Feeds Ltd. has been extended to 31st March, 2002 (i. e. the financial period being of fifteen months' duration) to synchronize its financial year with that of your Company. The audited Balance Sheet of GFFL as at 31.3.2002 together with Profit and Loss Account, Directors' Report, Auditors' Report is attached to the Profit & Loss Account and Balance Sheet of your Company.

Also annexed hereto is a statement as required u/s 212 (1) of the Companies Act, 1956 relating to GFFL.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

The information in respect of these matters, 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 and forming part of this Report, is annexed hereto (Annexure - A).

Directors

Mr. N. C. Gawankar and Mr. J. N. Godrej, Directors, retire by rotation at the ensuing Annual General Meeting in accordance with Article 124 of the Articles of Association of the Company and the provisions of the Companies Act, 1956 and being eligible, offer themselves for re-appointment.

Auditors

You are requested to appoint Auditors for the current year and fix their remuneration. The retiring Auditors M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai are eligible for re-appointment.

Additional Information

The additional information required to be given under the Companies Act, 1956, has been laid out in the Schedules attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

Audit Committee

Pursuant to the provisions of new Section 292 A of the Companies Act, 1956. your Company had constituted the Audit Committee of the Board of Directors, comprising of the following members:

Mr. N. B. Godrej, Chairman

Or. S. L. Anaokar, Member

Mr. N. C. Gawankar, Member

The Audit Committee acts in accordance with the terms of reference being specified by the Board from time to time.

Responsibility Statement

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:-

a) 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;

b) that they have selected such accounting policies and applied them consistently and made judgements 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 and of the profit or loss of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

Human Resources

Your Company strongly believes that human resources is the key to success in today's competitive business environment and is therefore committed to building and upgrading its employees' competencies on a continuous basis. As a part of this endeavour, talent assessment of key personnel was completed during the year using the expertise of reputed consultants. Training and development programmes are being planned to address the need gaps identified during this assessment.

The industrial relations have been cordial during the year. Your Directors wish to place on record their appreciation of the contribution made by employees at all levels to the Company's progress.

Particulars of Employees

None of the employees is covered under the provisions of Section 217(2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2002.

ANNEXURE FORMING PART OF THE DIRECTORS' REPORT

INFORMATION PURSUANT TO 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 IN RESPECT OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A. Conservation of Energy

I. The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken. Some of the measures adopted by your Company towards conservation of energy were as follows ;-

i) Installation of gas based power generation set and continued use of gas based dryer and steam generating boiler run on CNG has resulted into a saving of almost Rs. 10 lacs per annum.

ii) Installed Automatic Power Factor Control Relays for optimum utilisation of electricity.

iii) Modified plant designs for optimisation of power loads.

II. The Company is predominantly engaged in manufacture of Animal Feeds, an item which does not feature in the schedule of Industries requiring information specified in the prescribed form. Hence, the details of energy consumption are not furnished.

B. Technology absorption, adaptation and innovation

I. During the year under review, in-house research in quality systems and standards was continuously carried out. The highlights are as follows:-

i. Further process improvement in the synthesis of HBR.

ii. Pelleting process improvement in Aqua Feed.

iii. Development of Seaweed based new bio-fertiliser.

II. The benefits derived as a result of the various efforts are as follows:-

i) Further reduction in the cost of synthesis.

ii) Continuous improvement in quality of the products.

iii) Achieved uniform quality pellets of Aqua feed,

III. The Company's expenditure on R & D is given below:-

Expenditure on R & D

2001-2002 2000-2001 (Rs. Lac) (Rs. Lac)

(a) Capital 3.91 1.50

(b) Recurring 31.58 99.45

(c) Total 35.49 100.95

(d) Total R & D expenditure asa percentage of total turnover 0.08% 0.27%

IV. Your Company makes use of indigenous technology. However, for the manufacture of shrimp feed, the Company has imported Aqua feed machinery from Rotosquare Enterprises Ltd.. Taiwan. The commercial production with the use of imported machinery has commenced and the product quality is reported to be excellent,

C. Foreign Exchange earnings and outgo

I. Your Company's efforts to export agricultural inputs (Vipul - liquid. Achook. Nimin) to South Asian countries continued during the year. The efforts to export agricultural inputs to other countries are continuing.

During the year, your Company has exported parent stocks of poultry to Sri Lanka and Bangladesh.

2001-2002 2000-2001 (Rs. Lac) (Rs. Lac)

II. Foreign exchange used 566.51 577.58

III. Foreign exchange earned 183.18 203.19

For and on behalf of the Board of Directors

N. B. Godrej Mumbai, July 23th 2002 Chairman

---

Mar 31, 2001

Your Directors have pleasure in submitting their Report along with the audited Accounts for the financial year ended on March 31, 2001.

OPERATING RESULTS

Your Companys performance during the year as compared with that during the previous year is summarised below : -

2000-2001 1999-2000 Growth (Rs. lac) (Rs. lac) (%)

Total Income 37073.58 33613.81 10.3

Profit Before Taxation 404.08 559.45 (27.8)

Less : Provision for Taxation 86.00 145.00 -

Profit After Taxation 318.08 414.45 (23.2)

Less : Adjustment in respect of previous year - (2.56) -

Less : Miscellaneous expenses written off (56.21) (54.66) -

Add : Surplus brought forward 1738.13 1702.73 -

Amount available for appropriation 2000.00 2059.96 -

Appropriations

Your Directors recommend appropriations as under :

Dividend

Interim paid - 244.89 -

Final (proposed) 139.94 - -

Provision for tax on Dividend 14.27 26.94 -

Transfer to General Reserve 50.00 50.00 -

Surplus Carried Forward 1795.79 1738.13 -

Total Appropriations 2000.00 2059.96 -

REVIEW OF OPERATIONS

This year continued to be difficult year for your Company, especially for the integrated poultry business due to low realisations and stiff competition caused by supply-demand mismatch.

While there was a fair top-line growth of 10.3% from Rs. 336 crore in the previous year to Rs. 371 crore this year, the profitability was severely affected. The business-wise performance is briefly reviewed hereunder.

ANIMAL FEEDS

This was a year of reckoning for the animal feeds business of your Company marked by a good turnaround in profitability and acquisition of the animal feeds business of Hindustan Lever Limited.

Your Company acquired 74% stake in Goldmohur Foods and Feeds Limited, the erstwhile 100% subsidiary of Hindustan Lever Limited during the year. With this addition your Company has acquired strong leadership position nationally in this industry. Your directors expect considerable synergy benefits in the areas of procurement, production, R & D and marketing due to this acquisition.

Animal Feeds industry has been in a flux in the last two years due to pressures of integration in Broiler Feeds and sluggish growth in Cattle Feeds sector. There has been pressure on the margins, particularly attributable to reduced production of oil extractions, which forms a major source of protein for feeds.

Strategically, therefore, your Company planned to grow in profitable portfolios and de-emphasised non-profitable categories during the year. Premium category cattle feed, broiler feed and aqua feed were focussed upon and the non-profitable segment in layer feeds business was dropped. This conscious change in the product mix helped achieve a good growth in margins.

Your Company has been able to achieve quality leadership position in broiler feeds using low cost technology, which has helped in gaining market share. To improve service standards, qualified service teams were formed and deployed to support broiler feed sales team The focus on profitable aqua feed brands continued and your Companys premium shrimp feed products did very well.

Looking at the good prospects for the shrimp industry, your Company plans to augment its shrimp feed production capacity and is setting up a new plant for shrimp feed manufacturing at Chennai, in time for producing premium end shrimp feed for the peak season in the coming year.

A number of other cost-cutting and innovation initiatives like tie-up with soya extraction unit, use of CNG for reducing fuel cost, use of unconventional raw materials, plant and process modifications to control process loss, import substitution of certain raw materials, have helped save costs and improve profitability during the year.

INTEGRATED POULTRY BUSINESS

This was a year of low returns and continued investments for your Companys Integrated Poultry Business. Your Companys business plan for forward integration into the processed poultry business is continuing as scheduled. The continued supply-demand mismatch, cutthroat competition from organised and unorganised integrated players and the need for continued investments in the new business, have adversely impacted the results of this business. However, the growth of chicken meat consumption in India at more than 20% p.a., fuelled by rising disposable income and changing consumption pattern, is quite encouraging and is expected to provide profitable avenues for growth for the organised integrated players.

Lot of efforts were put in to improve production efficiencies and reduce costs in breeding, hatchery and contract farming operations during the year and the benefits are expected to continue in the coming year too. Your Company has been successful in exporting parent stocks at remunerative prices to neighbouring countries and this initiative will continue in the coming year as well.

Your Companys Real Good Chicken brand of chilled chicken is doing very well and has become a household name in major cities in South India and its market share in the processed chicken category has been growing. Your Company has become the largest integrator in Western India and is in the process of setting up a new processing plant in the outskirts of Mumbai to cater to the demand in this region. The franchisee outlets (Real Good Chicken Spots) in various parts of Mumbai are doing well and your Company plans to aggressively grow through this route in the West and North.

AGRI-INPUTS

The Agricultural inputs division of your Company did fairly well during the year with the turnover growing from Rs. 26 crore to Rs. 30 crore, a growth of over 15%. Your Companys in-house researched products had a good growth in volume, with homobrassinolide (HBR) based inputs growing by over 62%. Your Company launched micronutrient mixture under the brand name POORAK and the response for this product is very encouraging. The new HBR product DOUBLE launched last year is also doing well.

The export of agri-inputs continued during the year, and your Company sees a good potential for such environment-friendly products abroad.

With a view to reducing costs and inventory build-up, your Company has entered into outsourcing arrangements for manufacture/processing of chemical pesticides. Your Company has been actively conducting regular demonstrations and trials in the farmers fields across the country for driving home the need to improve farm productivity through better farm management practices and use of appropriate agri-inputs. These initiatives have helped in improving farmer relationships and are also expected to increase the demand of your Companys agri-inputs.

RESEARCH & DEVELOPMENT (R&D)

During the year your Companys R&D division continued its initiatives on new product development to improve crop yields. Many improvements to reduce cost of production while maintaining/improving product efficacy were carried out.

OTHER BUSINESSES

Oil Palm Plantations

The oil palm plantation business was severely affected on account of heavy imports and low international prices of Crude Palm Oil. Your Company expects better future for this business in view of the recent increase in import tariffs and firming up of the international prices.

The palm oil mill at Pothepally in A.P., which encountered its first season this year, did very well on production efficiency parameters in terms of oil extraction rate and oil loss. This was the result of innovative processing methods and in-house plant modifications.

During the year, a memorandum of understanding was signed with the Government of Goa for setting up a palm oil mill of 2.5 tons per hour capacity in the state. The construction of mill is progressing as scheduled and is expected to be commissioned by May 2001.

Potato seed tubers

Your Company continued its experimentation on scaling up of the tissue-culture potato seed tubers. Due to continued depressed prices of potato seed tubers, the cost of production was much higher and your Company had to incur loss on sale of the seed tubers. Your Company proposes to carry on the activity on a very low key to perfect the technique and bring the costs down.

FINANCE AND INFORMATION SYSTEMS

The financial position of your Company continues to be sound, though the total debt has increased on account of growing business needs, investments in the new businesses and acquisition. Your Companys Commercial Paper programme continues to carry the top most rating of AU from ICRA. The rating indicates that the prospect of timely repayment of debt/obligation is the best.

To improve information availability at the various processing units, a cost-effective multi-user system on Linux platform was successfully piloted at one location during the year. This will be rolled out at other locations in the coming year. Various internet-based solutions were studied and implemented to improve connectivity and reduce the communication costs across your Companys diverse locations. Your Company is studying various e- commerce initiatives possible to leverage modern information technology tools to improve business results.

Quality Initiatives

As part of the continuing TQM initiatives ail of your Companys major manufacturing locations have now achieved ISO 9002 certification. The focus on quality initiatives would continue and your Company is actively considering implementation of Total Productive Management (TPM) initiative at ail these locations to improve production efficiencies.

Your Company has also decided to adopt the Economic Value Added (EVA) framework to reinforce its commitment to shareholder value creation. The training and communication plans are being implemented with the assistance of Stern Stewart & Company, the US management consulting firm that pioneered the development of the EVA framework. EVA implementation is expected to complement your Companys other initiatives like TQM and TPM and add considerably to shareholder value.

Dividend

Your Directors recommend a Dividend of Rs. 2.00 (20%) per share of Rs. 10/- each (Previous year 35%).

Fixed Deposits

Your Company has not accepted any public deposits during the financial year under review.

Holding Company

Consequent upon the scheme of de-merger, the name of Godrej Soaps Limited has been changed to Godrej Industries Limited effective April 2, 2001. Your Company consequently becomes a subsidiary of Godrej Industries Limited under Section 4(1) (b) of the Companies Act, 1956.

Subsidiary Companies

Your Company continues to be the holding Company of Godrej Plant Biotech Limited (GPBL) u/s 4 (1) (b) of the Companies Act, 1956.

The audited Balance Sheet of GPBL together with their audited Profit & Loss Account, Directors Report and Auditors Report, is attached to the Balance Sheet and Profit & Loss Account of your Company.

By virtue of acquisition of 74% stake in the equity share capital of Goldmohur Foods and Feeds Limited (GFFL) as stated elsewhere in this report, GFFL has become a subsidiary of your Company with effect from January 1, 2001. The financial year of GFFL is January to December. The audited Balance Sheet of GFFL as at 31.12.2000 together with their audited Profit & Loss Account, Directors Report and Auditors Report, is attached to the Balance Sheet and Profit & Loss Account of your Company.

Also annexed hereto is a statement as required u/s 212 (1) of the Companies Act, 1956 relating to GPBL and GFFL.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

The information in respect of these matters, 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 and forming part of this Report, is annexed hereto (Annexure - A).

Directors

Two Directors, viz. Mr. N.B. Godrej and Mr. V.M. Crishna retire by rotation at the ensuing Annual General Meeting in accordance with Article 124 of the Articles of Association of the Company and the provisions of the Companies Act, 1956 and being eligible, offer themselves for re-appointment.

Auditors

You are requested to appoint Auditors for the current year and fix their remuneration. The retiring Auditors M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai are eligible for re-appointment.

Additional Information

The additional information required to be given under the Companies Act, 1956, has been laid out in the Schedules attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors Report are self-explanatory and therefore do not call for any further explanation.

Audit Committee

Pursuant to the provisions of new Section 292 A of the Companies Act, 1956, your Company has constituted the Audit Committee of the Board of Directors. The composition of the Committee is as follows :-

Mr. N.B. Godrej, Chairman

Dr. S.L. Anaokar, Member

Mr. N.C. Gawankar, Member

The Audit Committee shall act in accordance with the terms of reference to be specified by the Board from time to time.

Responsibility Statement

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm :-

a) 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;

b) that they have selected such accounting policies and applied them consistently and made judgements 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 and of the profit or loss of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

Human Resources

During the year, training and development continued to be the area of focus to ensure value addition to your Companys human resources. The TQM initiative also continued as a focus area for further improvements. The industrial relations have been cordial during the year. Wage Agreements were signed at Tirunelveli, Sachin and Miraj Units during the year. The Board wishes to place on record its appreciation of the contribution made by employees at all levels towards the Companys progress.

Particulars of Employees

A statement giving the particulars, required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of this Report, is annexed hereto (Annexure - B).

ANNEXURE A

ANNEXURE FORMING PART OF THE DIRECTORS REPORT

INFORMATION PURSUANT TO 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 IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO;

A. Conservation of Energy

I. The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken. Some of the measures adopted by your Company towards conservation of energy were as follows :-

i) Conversion of steam boiler and grain dryer to run on CNG.

ii) Installation of frequency drives to pellet feeders,

iii) Provision of by-pass line to Molasses mixture.

iv) Removal of conveyor and elevator from poultry feed plants to make it a compact plant,

v) Created awareness amongst the workers about conservation of energy and provided training inputs wherever required.

II. The Company is predominantly engaged in manufacture of Animal Feeds, an item which does not feature in the schedule of Industries requiring information specified in the prescribed form. Hence, the details of energy consumption are not furnished.

B. Technology absorption, adaptation and innovation

I. During the year under review, in-house research in quality systems and standards was continuously carried out. The highlights are as follows :-

i. Process improvement in the synthesis of HBR.

ii. Development of impurity/purity profile of HBR.

iii. Pelleting process improvement in Animal Feeds,

iv. Installation of counter flow current cooler, twin rotor conditioner, automatic flow system, etc.

II. The benefits derived as a result of the various efforts are as follows :-

i) Substitution of comparatively cheaper raw materials in place of expensive ones,

ii) Further reduction in the cost of synthesis.

iii) Continuous improvement in quality of the products.

iv) Control over process and handling losses, better efficiency of the Mills.

v) Achieved uniform quality of crumbs and pellets.

III. The Companys expenditure on R&D is given below :-

Expenditure on R & D

2000-2001 1999-2000 (Rs. lac) (Rs. lac)

(a) Capital 1.50 0.16

(b) Recurring 99.45 51.12

(c) Total 100.95 51.28

(d) Total R&D expenditure as 0.27% 0.15% a percentage of total turnover

IV. Your Company makes use of indigenous technology. However, for the manufacture of shrimp feed, the Company has sought the assistance of Tai Aqua Co. Ltd., Taiwan, in respect of required know- how. Your Company is also in the process of importing Aqua feed machinery from Rotosquare Enterprises Ltd., Taiwan and poultry processing plant from Stork PMT B.V.Holland.

C. Foreign Exchange earnings and outgo

I. Your Companys efforts to export Agri products (Vipul - liquid, Achook, Nimin) to South Asian countries continued during the year. The efforts to export agri products to countries like Japan, Australia, Kenya, Malaysia and Mauritius are being made.

During the year, your Company has exported parent stocks of poultry to Sri Lanka and Bangladesh.

2000-2001 1999-2000 (Rs. lac) (Rs. lac)

II. Foreign exchange used 577.58 345.21

III. Foreign exchange earned 104.97 176.37

ANNEXURE B

ANNEXURE FORMING PART OF THE DIRECTORS REPORT

Statement under Section 217(2A) read with the Companies (Particulars of the Employees)

Rules, 1975 and forming part of the Directors Report for the year ended March 31, 2001.

A. Persons employed throughout the Financial Year under review and each of whom was in receipt of remuneration for that part which, in the aggregate, was not less than 1200000/-

Sr. Name Designation Gross Qualification No. Remuneration in Rs.

1. Dr. S.L. Anaokar Managing Director 1832465 M.V.Sc., Ph.D.

Years Date of Age Particulars of Previous of Commencement Yrs. Experience of Employment Employment

9 1/3/92 58 Sr. Vice-President (Agrovet), Godrej Soaps Ltd.

B. Persons employed for a part of the Financial Year under review and each of whom was in receipt of remuneration for that part which, in the aggregate, was not less than Rs. 100,000/- p.m. Notes :

1. Nature of employment whether contractual or otherwise : The appointments of the employees are non-contractual and are terminable by three months notice on either side.

2. Other terms and conditions :

a) In case of all employees gross remuneration as shown above includes salary, bonus (wherever applicable), reimbursement of medical expenses, gratuity, house rent allowance (wherever applicable), other allowances, monetary allowances, monetary value of perquisites (wherever applicable) as per income tax rules, leave travel assistance, Companys contribution to provident fund and other funds. All these are given as per Companys rules and regulations in force.

b) The designations represent the nature of duties performed by the employees pertain to the immediate past employment.

c) In the case of all employees, the ages shown are as of last birthday and the particulars of previous employment pertain to the immediate past employment.

3. Dr. S.L. Anaokar is a whole-time Director of the Company.

4. There is no employee in respect of whom details are required to be given under sub-clause (iii) of Section 217 (2A) of the Companies Act, 1956. For and on behalf of the Board of Directors

N.B. GODREJ

Mumbai, April 30, 2001. Chairman

---

Mar 31, 2000

The Directors have pleasure in submitting their Report along with the audited Accounts for the financial year ended on March 31, 2000.

OPERATING RESULTS

The Company's performance during the year as compared with that during the previous year is summarised below :-

1999-2000 1998-90 Growth (Rs. lac) (Rs. lac) (%)

Total Income 33613.81 28239.65 19.0

Profit Before Taxation 559.45 1400.02 (60.0)

Less : Provision for Taxation 145.00 391.00

Profit After Taxation 414.45 1009.02 (58.9)

Less : Adjustment in respect of previous year (2.56) (18.70)

Less : Miscellaneous expenses written off (54.66) (44.20)

Add : Surplus brought forward 1702.73 1439.09

Amount available for appropriation 2059.96 2385.21

Appropriations

The Directors recommend appropriations as under :

Dividend

Interim paid 244.89 524.76

Final (proposed) -- --

Provision for tax on Dividend 26.94 57.71

Transfer to General Reserve 50.00 100.00

Surplus Carrie Forward 1738.13 1702.73

Total Appropriations 2059.96 2385.21

REVIEW OF OPERATIONS

This year has been a very challenging year for the Company in every sphere of its operations, demanding the best of strategies and countermeasures to protect the bottomline. The external environment was very adverse with unprecedented rise in the prices of various inputs, shortage of key raw materials coupled with low realisations.

While there was a healthy topline growth of 19% from Rs.282 crore in the previous year to Rs. 336 crore, the profitability was under considerable strain. The business-wise performance is briefly reviewed hereunder.

ANIMAL FEEDS

Animal Feeds, the mainstay of the Company, did fairly well in terms of value growth, in the face of a very steep rise in the prices and shortage of major raw materials experienced for most part of the year. This was further compounded by the reluctance of the major industry players to pas son the increase in the costs to the consumers. The Company was successful in containing the erosion in margins through use of unconventional raw materials, changing the product mix, reducing the erosion in margins through use of unconventional raw materials, changing the product mix, reducing the distribution costs and expanding to new markets. Also constant price revisions on account of raw material price increases had an adverse impact on the volumes. New processing facilities were set up near markets to tap the local demand. Greater emphasis was also laid on providing technical advice and upgradation strategies to ensure stability in demand and profitability. New business opportunities in the form of institutional sales were effectively pursued and the benefits of all these strategies are expected to continue into the future.

The Company has forged a tie-up with a Taiwanese Corporation for technical collaboration in the areas of formulation, manufacture and extension support in the aqua feed business. Three new brands of Aqua feed `KAHOCHI, `HOSHU' and `FUSO' were launched in the last quarter of the year and the response for all these products is very encouraging. The Company sees a bright future for this business in the long run.

POULTRY

This was a year of great action in the poultry business with the acquisition of a poultry breeding and hatchery business at Bangalore. The new business has been effectively synergised with the Company's existing poultry operations and the Company's journey for effective forward integration into the processed poultry business has commenced.

The Company's rich experience in the poultry feed business has helped it reduce the cost of production in the newly acquired business, while correspondingly, the acquisition has helped int he expansion and strengthening of the poultry feed business of the Company.

The Company's Real Good Chicken brand of chilled chicken is doing very well in South India in terms of acceptance and repeat purchases. The Company is now setting up a new processing plant in Bangalore, which will be followed, by a plant in the West near Mumbai. The Company has also launched its Real Good Chicken in Mumbai and is in the process of setting up franchisee outlets in various parts of the city to provide good quality, hygienic, fresh dressed chicken to the consumers at affordable prices.

This year has been no less challenging for the poultry business with Day Old Chick (DOC) and Broiler prices averaging to very low levels for most part of the year, due to excess supply which encouraged severe price undercutting. DOC marketing in West and East were started during the year. The Company has also entered into contract farming arrangements with the poultry framers in the West, to provide dedicated and reliable supplies for the Mumbai and Pune markets. The Company is also exploring the possibility of exporting parent stocks to neighbouring countries.

AGRI-INPUTS

The Agricultural inputs division of the Company also encountered a tough year with the turnover dropping to Rs. 26 crore as against Rs. 32 crore achieved last year. The Company's in-house researched products did a good growth in volume, with homobrassinolide (HBR) based inputs growing by over 100%. Due to the over supply of Chemical pesticides, resulting in considerable drop in realisation and enhanced credit terms in the market place, the Company consciously curtailed this business.

During the year, `DOUBLE', an HBR based plant growth regulator was successfully launched for use in the cultivation of vegetables, cotton and other cash crops. The response for this product has been very encouraging and the Company sees a great potential for this product.

The export of agri-inputs like NIMIN, ACHOOK and VIPUL continued during the year, and there could be a good potential for such environment-friendly products abroad.

RESEARCH & DEVELOPMENT

New product development and product improvements continue to be areas of importance to the R & D wing of the Company. R & D has been able to reduce the cost of synthesis of the new herbicide molecule 5 to 7 times. A new herbal fungicide has also been identified for further research and development.

The Company has received the 1999 ICICI Technology of the year Award from the National Chemical Laboratory Research Foundation for its valuable contribution in engineering and product development for HBR based plant growth promoters.

OTHER BUSINESSES

Oil Palm Plantations : The Palm Oil Mill commissioned in March 1999 at Pothepally in A.P., has now stabilised and is working satisfactorily. However, very low international prices and large quantities of oil imports into India reduced the average realisation by over 30% as compared to the last year. This has adversely affected the margins in this business. However, the Company along with the other industry players, has been successful in convincing the A.P. Government to introduce a market intervention scheme, whereby a subsidy component is provided by the government to ensure stable prices to the farmers for the fruit bunches, while at the same time protecting the industry from the adverse impact of fall in finished product price.

The Govt. of Goa has formally allotted a `factory zone' consisting of palm plantations int he state to the company. The Company will be setting up a Palm Oil Mill with Regional Research Laboratory's technology in the state, with part funding being provided by the Central government as subsidy.

Potato seed tubers : The Company has been experimenting on the feasibility of using tissue culture techniques for making potato seed tubers. This year the first crop of commercial seed tubers have been sold. The experimentation yielded valuable data on multiplication rate, impact of soil and weather condition on the quality and quantum of yield, etc. Due to bumper crops the selling prices of potato seed tubers crashed, while the cost of production was much higher and the Company had to incur loss on sale of the seed tubers. The Company proposes to carry on the activity on a much lower scale to perfect the technique and bring the costs down.

FINANCE AND INFORMATION SYSTEMS

The financial position of the Company continues to be sound. The Company was able to borrow funds for its growing business needs at very competitive rates, and reduce the average cost of funds. The Company's Commercial Paper programme continues to carry the top most rating of A1 + from ICRA. The rating indicates that the prospect of timely repayment of debt/obligation is the best.

The transition into the new millennium happened smoothly, thanks to the detailed planning and efforts put in by cross-functional teams at various locations under the direct supervision of the senior management team of the Company. Mapping and implementation of the Company's ERP package to the newly acquired poultry business has been successfully completed. To improve information availability at the various processing units, a cost-effective multi-suer system is being studied for implementation. Usage of information technology tools to improve business results continues to be a focus area for the coming year.

DIVIDEND

The Company have declared an Interim Dividend for 1999-2000 # 3.50 (35%) per share of Rs. 10/ each (previous year 75%). The Directors do not recommend any final dividend.

FIXED DEPOSITS

The Company has not accepted any public deposits during the financial year under review.

HOLDING COMPANY

The Company has not accepted any public deposits during the financial year under review.

HOLDING COMPANY

The Company continues to be a subsidiary of Godrej Soaps Limited under Section 4(1)(b) of the Companies Act, 1956.

SUBSIDIARY COMPANY

The Company continues to be the holding Company of Godrej Plant Biotech Limited (GPBL) u/s 4(1)(b) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in respect of these matters, 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 and forming part of this Report, is annexed hereto (Annexure - A).

DIRECTORS

Two Directors, viz. Mr. A.B. Goderj and Mr. K.N. Petigara retire by rotation at the ensuing Annual General Meeting in accordance with Article 124 of the Articles of Association of the Company and the provisions of the Companies Act, 1956 and being eligible, offer themselves for re-appointment.

AUDITORS

Toy are requested to appoint Auditors for the current year and fix their remuneration. The retiring Auditors M/s. Kalyaniwalla & Mistry, Chartered Accounts, Mumbai are eligible for re-appointment.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 1956, has been laid out in the Schedules attached to and forming part of the Accounts. There is no reservation, qualification or adverse remark, contained in the Auditors' Report, requiring an explanation.

HUMAN RESOURCES

Training and development continue to be the area of focus to ensure value addition to the Company's human resources. The TQM initiative, which has now become an integral part of our system, continued as a focus area for further improvements. The industrial relations have been cordial during the year and the Board wishes to place on record its appreciation of the contribution made by employees at all levels towards the Company's progress.

ANNEXURE FORMING PART OF THE DIRECTORS' REPORTS

INFORMATION PURSUANT TO 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 IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO.

A. CONSERVATION OF ENERGY

1. The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken. Some of the measures adopted by the Company towards conservation of energy were as follows :

i) Energy efficient boilers and other devices are installed.

ii) Replacement of belt conveyor by chain conveyor in PF plant and 25HP motor of hammer mill by 10HP motor.

iii) Made modifications in the CF plant which dispensed with requirement of existing machineries.

iv) Limit switch controls for pumps are provided.

II. The company is predominantly engaged in manufacture of Animal Feeds, an item which doe snot feature in the schedule of Industries requiring informations pacified in the prescribed form Hence, the details of energy consumption are not furnished.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

i. During the year under review, Research & Development activities were being continuously carried out for -

i) Development of selective herbicide.

ii) Reduction in the cost of HBR synthesis.

iii) Extension of HBR based PGRs to new crop segments.

iv) Understanding the physiological mechanisms of actions of HBR in crop plants.

v) Introduction of mineral mixtures for cattle.

II. The benefits derived as a result of the above efforts are as follows :

i) Significant reduction in the cost of synthesis.

ii) Improvement in quality of the products and defect free production methods and processes.

iii) Decrease in process and handing losses.

iv) Relaunch of products with new and improved formulations and innovative packing.

III. The Company's future plans about R & D are given below :

a) Development of anti-stress formulations.

b) Introduction of micro nutrient fertilizers.

c) Development of microbial / herbal fungicides.

d) Ascertainment of new formulations for weight gain in poultry birds.

e) Processes to improve oil extraction rate of FFBs.

Expenditure on R & D :

1999-2000 1998-99 (Rs. Lac) (Rs. Lac)

(a) Capital 0.16 --

(b) Recurring 51.12 57.59

(c) Total 51.28 57.59

(d) Total R & D expenditure as 0.15% 0.20% a percentage of total turnover

IV. The Company makes use of indigenous technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

I. The Company's efforts to export Agri products to South Asian countries continues. The efforts to export to countries like Australia, Kenya and Malaysia will be strengthened.

During the year, the Company has exported grapes worth Rs. 2 crore to U.K.

1999-2000 1998-99 (Rs. Lac) (Rs. Lac)

II. Foreign exchange used 345.21 268.02

III. Foreign exchange earned 176.37 144.32

---

Mar 31, 1999

Given to scanning

---

Mar 31, 1998

The Directors have pleasure in submitting their Report along with the audited Accounts for the year ended March 31, 1998.

OPERATING RESULTS

The Company's performance during the year as compared with that during the previous year, is summarised below :

1997-90 1896-87 (Rs. lac) (Rs. lac)

Total Income 24108.64 21666.26

Profit Before Taxation 1259.12 1153.55

Less : Provision for Taxation 400.00 410.00

Profit After Taxation 859.12 743.55

Add : Adjustment in respect of previous year (4.69) (2.18)

Less : Miscellaneous Expenses written off (6.58) (8.94)

Add : Surplus brought forward 1049.10 686.05

Amount available for appropriation 1896.96 1418.48

Appropriations

The Directors recommend appropriations us under Dividend (Subject to deduction of tax) Interim paid during the year 279.07 --

Final (Proposed) -- 244.89

Provision for tax on proposed Dividend 27.99 24.49

Transfer to General Reserve 150.00 100.00

Surplus Curried Forward 1439.10 1049.10

Total Appropriations 1933.96 1418.48

REVIEW OF OPERATIONS

During the pear under review the Company's turnover amounted to Rs. 241 crore (previous pear Rs. 216 crore) recording an increase of 11.8%. The Profit Before Tax rose to Rs. 12.58 crore from Rs. 11.53 crore in the last year (increase of 9.2%). The interest and financial charges during the year stood at Rs. 4.35 crore (Rs. 3.76 crore in the previous year). Provision for depreciation increased to Rs. 2.01 crore as compared to Rs. 1.72 crore in the previous year.

The Company's turnover in the Cattle and Broiler Feed segments, although higher than the previous year was affected because of sluggish growth of the industry in 1987.98. The predicted growth in volume was affected mainly due to poor prices of raw materials.

Aqua culture feed sales suffered heavily an the urea under shrimp cultivation came down drastically as a result of Supreme Court's verdict prohibiting Aqua Culture within 500 metres of Coastal Regulatory Zone (CRZ).

The Company, in order to meet the escalating demands from the farmers and realising the untapped business potential for Animal Feeds, had commenced a few more procussing arrangements is the country. After conducted research trials in association with a scientifically managed buffalo farm in Sangli, the Company has also introduced "Buffalo Ration" to cater to the needs of Buffalo rearing farmers. The said product has since been well received by the farmers as it increases the milk yield & butter fat percentage in milk.

The Agri Products Division of the Company has witnessed a modest growth of 13% while the Real Good Chicken Division has fared very well confirming the right choice of business decision by the management of the Company to diversify. Looking to the bright prospects in poultry business, the Company has appointed Consultants of world repute to advise on strategic steps.

On the export front, during the year, the Company had cautiously focussed its attention on export of grapes only to U.K. markets and strategically laid emphasis on quality procurement, resulting is zero rejection. The Company could thus post good profits for the first time ever since this activity was started. Since the European markets are influenced and dependent on the availability of grapes from Chile, Brazil and South Africa, the Company's emphasis would have to be on exporting grapes of best quality only and be prepared to reduce volumes, if quality is in question. The Company was successful in achieving marginal exports of Cattle Feed and a good beginning has also been made in the export of Agricultural Products.

The Company is in the process of selling up an Oil Palm Mill of 5 Tonnes P/H capacity at Eluru in the State of Andhra Pradesh. The Mill is expected to be commissioned by early 1999. Several new strategies have been chalked out by the Company to curtail the losses of Oil Palm Plantation Division.

The recommendations from Key Business Process study on quality assurance were implemented which led to lowering complaints, improving quality and increasing business.

The implementation of various Suggestions made by the Working Capital Task Force had benefited the Company in controlling working capital usage, MPG/PRO, us integrated and internationally acclaimed MRP II System, was successfully implemented in all the major plants including a few processing units. With this, the Company is expected reap abundant benefits in the years to come.

During the year under review, the Company has been rated A1 + by ICRA Limited, a Credit Rating Agency, for the Company's commercial paper programme. The rating indicates that the prospects of timely payment of debt/obligation is the best and helps the Company get funds at low cost.

DIVIDEND

During the year under review, the Directors have declared an Interim Dividend @ Rs. 400 per share of Rs. 10/- each. The Directors do not recommend any final dividend.

FIXED DEPOSITS

The Company has not accepted any public deposits during the financial year under review.

HOLDING COMPANY

The Company continues to be a subsidiary of Godrej Soaps Limited under Section 4(1)(b) of the Companies Act, 1956.

SUBSIDIARY COMPANY

The Company continues to be a holding Company of Godrej Plant Biotech Limited (GPBL) u/s 4(1)(b) of the Companies Act, 1956.

Annexed hereto is a Statement as required u/s 212 (1) of the Companies Act, 1956 regarding GPBL.

The audited Balance Sheet of GPBL together with their audited Profit & Loss Account, Directors' Report and Auditors' Report, is attached to the Balance Sheet and Profit & Loss Account of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in respect of these matters, 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 and forming part of this Report, is annexed hereto (Annexure - A).

DIRECTORS

Two Directors, viz, Mr. N.B. Godrej) and Mr. N.C. Gawankar retire by rotation of the ensuing Annual General Meeting (AGM) in accordance with Article 124 of the Articles of Association of the Company and the provisions of the Companies Act, 1956 and being eligible, offer themselves for reappoinment.

The Board of Directors of the Company has appointed Dr. S. L. Anaokar as the "Managing Director" of the Company with effect from June 29, 1998.

AUDITORS

The retiring auditors M/s. S.R. Batliboi & Associates (SRB) have expressed their inability to accept reappointment us auditors of the Company in view of the fact that their appointment would not be within the limits of Section 224 (1-6) read with Explanation 1 to Section 234(1-C) of the Companies Act, 1856 (the Act) due to extensive referrals received from the global clients of Ernst & Young International (E&Y). The Company wishes to place on record its appreciation for the valuable professional services rendered by SRB during their tenure as Auditors of the Company. The Company has been informed by SRB that they have no representation to make in this connection.

The Company has received a notice under Section 190 of the Act from one its shareholders proposing M/s. Kalyaniwalla & Mistry (K&M), Chartered Accountants, Mumbai as the Auditors of the Company. As the partners of K&M were also the partners of SRB, the Company will continue to avail of the same high level of professional services as hitherto. A Certificate as required under Suction 224(1-B) of the Act has been received from K&M. You are requested to appoint K&M as the Auditors of the Company.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 1856, has been laid out in the Schedules attached to and forming part of the Accounts. There is no reservation, qualification or adverse remark, contained in the Auditors' Report, requiring an explanation.

PERSONNEL

During the pear under review, industrial relations have been extremely cordial at all the units, and the Management thanks all the employees for their continued contribution efforts towards the growth of the Company.

PARTICULARS OF EMPLOYEES

A statement giving the particulars, required under Suction 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of this Report, is annexed hereto (Annexure - B).

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

I. During the year under review, Research & Development activities were being continuously carried out for -

i) Identification of new products.

ii) Standardisation of Bioassay methods under controlled conditions for screening herbicidal moieties.

iii) Improvements in existing products for achieving increase in efficiency and effecting change is botanical formulations.

II. The benefits derived as a result of the above efforts :

i) New products have been commercialised.

ii) Elimination of waste has been achieved.

iii) Modest beginning has been made for export of Agri-inputs.

iv) Self spreading "NIMIN" with higher coating efficiency was developed.

III. The Company's future plans about R & D are given below :

i) Identification and development of new non-toxic Agri-inputs

ii) Conduct of few field trials and farmer demonstration to increase yield following modern technology and thereby making use of Company's products.

Expenditure on R & D :

1997-98 1996-97 (Rs. lac) (Rs. lac)

(a) Capital - 50

(b) Recurring 37.21 _

(c) Total 37.21 38.64

(d) Total R & D Expenditure as 0.15% 0.18% a percentage of total turnover

IV. The Company makes use of indigenous technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

I. The Company desires to augment export of agri-inputs to Australia & Kenya and also to identify the prospects of exporting them to other countries.

During the year the Company focussed its attention on export of grapes only to U.K. markets.

While a good beginning was made in exporting agri-inputs, marginal export of cattle feed was also achieved.

1997-98 1996-97 (Rs. lac) (Rs. lac)

II. Foreign Exchange Used 127.33 192.82

III. Foreign Exchange Earned 251.95 338.50

---

Mar 31, 1997

The Directors hereby submit their Report along with the audited Accounts for the financial year ended on March 31, 1997.

OPERATING RESULTS

The Company's performance during the year as compared with that during the Previous period, is summarised below :-

1996-97 1995-96 (Rs. lacs) (Rs. lacs)

Profit before Taxation 1153.55 781.49

Less Provision for Taxation 410.00 292.99

Profit after Taxation 743.58 489.49

Add : Adjustment in respect of previous year (2.18) (32.73)

Less : Miscellaneous expenses written off (8.94) (7.72)

Add : Surplus brought forward 686.99 531.89

Amount available for appropriation 1418.46 980.93

Appropriation :

The Directors recommend appropriations as under :

Dividend (Subject to deduction of tax)

Interim paid during the year -- 289.80 Final (proposed) 244.89 34.98

Provision for tax on proposed Dividend 24.49 --

Transfer to General Reserve 100.00 50.00

Surplus Carried Forward 1049.10 686.05

TOTAL APPROPRIATIONS 1418.48 980.93

REVIEW OF OPERATIONS

The Company achieved a turnover of Rs. 219 crore during the year ended March 31.1997 as compared to Rs. 164 crore during the previous year registering an increase of 31.70%. The profit before tax jumped to Rs. 1153.55 lac from Rs. 781.49 lac to previous year. The interest and financial charges during the year increased to Rs. 375.70 lac (Rs. 283.58 lac in the previous year) as the Company had to resort to heavy borrowings to meet the increased working capital requirements. Provision for depreciation rose to Rs. 171.76 lac as compared to Rs. 157.11 lac in the previous year, an increase of 9.32%.

During the year, the Company has recorded on all round growth in almost all the segments of its business. The Feed business, the core business of the Company continued to do better, both in volumes and notes.

With a view to controlling, costs, the Management identified the non-performing assets and prudently disposed them of Similarly, the products with low contributions were also discontinued. The Working Capital Task force was formed to control cost and make effective use of capital employed. Several strategies were evolved for improving the quality and margins. TQM was used to further improve business processes. Attention was also focussed on expansion through new and low cost manufacturing units and increased distribution reach at all locations.

The sustained efforts of the Management in focussing on improved product quality and the customer satisfaction delivered the desired results and the Company received very few complaints from its customers on products quality.

During the year, the Research Centre of the Company was recognised as an in-house R&D Unit by the Department of Science and Industrial Research, Ministry of Science and Technology, New Delhi, in order to bring synergy in its operations, the Company has taken over the assets and liabilities of Plantations Business of Godrej Soaps Limited, during the year.

FIXED DEPOSITS

The Company has not accepted any public deposits during the financial year under review.

HOLDING COMPANY

The Company continues to be a subsidiary of Godrej Soaps Limited under Section 4(1)(b) of the Companies Act 1956.

SUBSIDIARY COMPANY

The Company continues to be a holding Company of Godrej Plant Biotech Limited (GPBL) u/s 4(1)(b) of the Companies Act, 1956.

Annexed hereto is a statement as required u/s 213 (1) of the Companies Act, 1959 regarding GPBL.

The audited Balance Sheet of GPBL together with their audited Profit & Loss Account, Directors' Report and Auditors' Report, is attached to the Balance Sheet and Profit & Loss Account of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in respect of these matters, 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, 1998 and forming part of this Report, is annexed hereto (Annexure - `A').

DIRECTORS

Two Directors viz. Mr. A.B. Godrej and Mr. V.M. Crishna retire by rotation at the ensuing Annual General Meeting (AGM) in accordance with Article 124 of the Articles of Association of the Company and the provisions of the Companies Act,1956 and are eligible for reappointment.

Dr. S.L. Anaokar was appointed by the Board of Directors of the Company as an Additional Director in the meeting held on November 25, 1956. As an Additional Director, Dr. S.L. Anaokar shall hold office up to the date of ensuing AGM in terms of the provisions of Section 260 of the Companies Act, 1956. A Notice under section 257 of the Companies Act, 1956 has been received from a member signifying the intention to propose the appointment of Dr. S.L. Anaokar as a Director.

AUDITORS

Your are requested to appoint Auditors for the Current Year and fix their remuneration. The retiring Auditors, M/s. S.R. Batliboi & Associates, are eligible for reappointment.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 1956 has been laid out in the Schedules attached to and forming part of the Accounts. There is no reservation, qualification or adverse remark, contained in the Auditor's Report, requiring an explanation.

PERSONNEL

Industrial relations remained cordial. During the year the Company had signed wage Agreements with the Unions at Khanna and Miraj. While the Agreement at Khanna is productivity linked, the remarkable feature of the Agreement at Miraj is that, it had provided for incentives for cost reductions and the benefits arising there from shall be shared with the Workers. The Board wishes to place on record its appreciation to employees at all the levels in achieving the consistent and remarkable performance.

PARTICULARS OF EMPLOYEES

A statement giving the particulars, required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of this Report, is annexed hereto (Annexure - `B').

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION :

I. During the year under review, Research & Development activities were continuously carried out for :-

(i) New product (i.e. herbicide for cotton)

(ii) Improvement in existing products for increase in efficiency, effecting change in botanical formulations, etc.

II. The benefits derived as a result of the above efforts :-

(i) Development of HBR based product ("BUMPER") suitable for potato crop.

(i) Uniform size of potatoes with high yields.

III. The Company's future plans about R & D are given below :

Continuation of in-house R&D activities, field trials and demonstrations in identifying and developing Non-Toxic Agro inputs to maintain ecological balance.

Expenditure on R & D

1996-97 1995-96

Rs. lac Rs. lac

(a) Capital 5.09 26.22

(b) Recurring 35.55 49.32

(c) Total 38.64 75.54

(d) Total R & D expenditure as a percentage of total turnover 0.18% 0.47%

IV. The Company makes use of indigenous technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO :

I. The Company desires to explore the possibility of exporting grapes to Eastern Countries like Malaysia, Singapore etc.

During the year the Company has concentrated its efforts in exporting grapes to U.K. and Holland.

1996-97 1995-96

Rs. lac Rs. lac

II. Foreign exchange used 3.15 63.57

III. Foreign exchange earned 338.50 204.58

---

Mar 31, 1996

Your Directors hereby submit their Report along with the audited Accounts for the financial year ended on March 31, 1996.

OPERATING RESULTS

Your Company's performance during the year as compared with that during the Previous period, is summarised below:

1995-96 1994-95 (Rs. lac) (Rs. lac)

Profit before Taxation 781.49 803.55 Less Provision for Taxation 292.00 295.00 Profit after Taxation 489.49 508.55 Add: Adjustment in respect of previous year (32.73) 8.07 Less: Miscellaneous expenses written off (7.72) (7.72) Add : Surplus brought forward 531.89 268.91 Amount available for appropriation 980.93 775.81

APPROPRIATIONS

Your Directors recommend appropriation as under: Dividend (Subject to deduction of tax) interim paid during the year 209.90 174.92 Final (proposed) 34.98 7.00 Transfer to General Reserve 50.00 62.00 Surplus Carried Forward 686.05 531.89

TOTAL APPROPRIATIONS 980.93 775.81

REVIEW OF OPERATIONS

Your Company posted a turnover of Rs. 162 crores during the year ended March 31, 1996 as compared to Rs. 152 crores daring the previous year recording on increase of 6.5%. The profit before tax, at Rs.781 lacs Rs.804 lacs in previous year) would have been higher but for the sharp increase in depreciation and interest burden which was 34% and 17% more than the corresponding figures of the previous year. An increase in depreciation is attributed to addition of fixed assets at your Company's new plant at Vijayawada.

Your Company performed extremely well in feed business. The introduction of broiler feed in "crumbs" form has resulted in sales surpassing the annual targets. The efforts to provide balanced feed in "crumbs" were made in layer segment which also has started yielding encouraging results. Due to outbreak of disease, the Aqua feed business of your Company could not do well.

Your Company's new plant at Vijayawada which experienced initial teething troubles stabilised the production. During the year new processing arrangements for cattle and poultry feed were also started throughout the country since the capacity of the existing plants of your company could not meet the increasing demand.

Your Company was successful in maintaining its leadership over business of Plant Growth Promoters. The Research and Development expenditure has been stepped up to Rs. 75.54 lacs for developing new products/processes and carrying out improvements in existing product range to suit the customers requirements.

The turnover of Horticultural Exports of your Company increased to Rs. 3.31 crores against Rs. 1.01 crores in the previous year.

During the year the management of your Company focussed its efforts mainly on improving quality of the products and customers' satisfaction. The concept of TQM (Total Quality Management) has been introduced at all levels and in each department with a view to increasing the consciousness about quality, waste elimination, employee involvement and customers' satisfaction.

DIVIDEND

During the year under review, your Directors had declared an interim dividend at the rate of Rs. 3.00 per share of Rs. 10/-. Your Directors now recommend a final dividend at the rate of Rs. 0.50 per share of Rs. 10/- subject to deduction of income Tax at source, if applicable, at the appropriate rate.

INFORMATION PURSUANT TO 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 IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A. CONSERVATION OF ENERGY:

I. The Company bus taken several measures for conservation of energy such as the following:

(i) Provision of electrical devices to improve power factor;

(ii) Provision of additional switches for controlling consumption of electricity.

II The Company is engaged in manufacture of Animal Feeds, an item which does not feature in the schedule of industries requiring information specified in the prescribed form. Hence, the details of energy consumption are not furnished.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

I. During the year under review. Research & Development activities were continuously carried out for:-

(i)New product and process development

(ii) Improvements in existing Agro products/packages.

II. The benefits derived as a result of the above efforts :-

(i) Development of an insecticide "ACHOOK" is liquid form which is a Neem Kernel based E.C. Continuing Azadiraction 0.15%;

(ii) Development of Potato Seeds in the form of micro-tubers' through micropropagation.

III. The Company's future plans about R & D are given below:

Continuation of research and field trails in identifying and developing Non-Toxic Agro inputs to maintain ecological balance.

Expenditure on R & D

1995-96 1994-95 Rs. lac Rs lac

(a)Capital 26.22 Nil (b)Recurring 49.32 0.73 (c)Total 75.54 0.73

(d) Total R & D expenditure as a percentage at total turnover 0.47% 0.01 %

IV. The Company makes use of indigenous technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

I. Further efforts are being made to develop export markets for grapes in the General Currency Area and to identity & explore export opportunities for other horticultural products in new Countries.

During the year the Company has exported grapes to U.K and Holland.

1995-96 1994-95 Rs. lac Rs. lac

ii.Foreign exchange used 03.57 123.10 iii.Foreign exchange earned 204.58 51.65

---

Mar 31, 1995

To the Shareholders.

Your Directors hereby submit their Report along with the auditor Accounts for the financial year ended on March 31, 1995.

Operating Results

Your Company's performance during the year as compared with that during the Previous period, is summarised below:-

1994-95 (Rs. lac) --------- Profit before Taxation 803.55 Less" Provision for Taxation 295.00 --------- Profit after Taxation 508.55 Add: Adjustment in respect of previous year 6.07 Less: Miscellaneous expenses written off (7.72) Surplus brought forward 268.91 --------- Amount available for appropriation 775.81 ========= Appropriations

Your Directors recommend appropriations as under: 1994-95 (Rs.lac) --------

Dividend (Subject to deduction of tax) Interim paid during the year 174.92 Final (proposed) 7.00 Transfer to General Reserve 62.00 Surplus Carried Forward 531.89 --------- Total Appropriations 775.81 =========

1993-94 (Rs. lac) --------

Profit before Taxation 241.89 Less: Provision for Taxation 110.00 --------- Profit after Taxation 131.89 Add: Adjustment in respect of previous year 14.17 Less: Miscellaneous expenses written off (4.22) Surplus brought forward 177.41 --------- Amount available for appropriation 319.25 =========

Appropriations

Your Directors recommend appropriations as under:

1993-94 (Rs. lac) ---------

Dividend (Subject to deduction of tax) Interim paid during the year 34.98 Final (proposed) --- Transfer to General Reserve 15.36 Surplus Carried Forward 268.91 --------- Total Appropriations 319.25 =========

Review of Operations

Your Company recorded a turnover of Rs. 152 crores during the year ended March 31,1995 as against Rs. 112 crores during the previous year, an increase of 35.71%.

While aggregate Animal feeds volume registered a steady growth, Agricultural products (viz. Nimin, Vipul, Achook, Pesticides and Vikas) have shown an excellent growth.

Exports of Horticultural produce were at Rs. 1.01 crores as compared to Rs.0.6 crores during the previous year. Targeted export volumes for fresh fruits were achieved during the year under review. Your Company has ambitious plans for horticultural exports and hopes to be a major force in the near future.

During the year, your Company successfully launched for the first time, dressed and chilled broiler chicken under the brand name "Real Good Chicken" in Bangalore. Your Company proposes to launch the product countrywide in a phased manner.

Pursuing its policy of helping farmers and getting them remunerative prices for their farm produce, your Company has also entered into the business of egg marketing.

Your Company also introduced two new Brassinolide Plant Growth Promoters viz. "COMBINE" and "BUMPER". The results are encouraging.

In order to cater to the needs of the customers in and around the State of Andhra Pradesh, the Company has set up modern facilities for manufacturing animal Feeds and Aqua Feeds having capacity of 30,000 M.T. and 15,000 M.T. per annum, respectively, at Kondapalli, Vijayawada. The plant, for which the Engineering Services and critical equipments have been supplied by Buhler Limited, the world class leaders in feed manufacturing technology, was commissioned on February 17, 1995. Your Company is optimistic of producing quality feeds at the above plant.

Your Company continued vigorous pursuit of its corporate objective of satisfying needs of the farmers and customers through excellence in the areas of :-

- Customer satisfaction

- Product & Quality Development

- Training & motivating employees.

Your Company has declared 1995 - 96 as a Quality year.

Dividend

During the year under review, your Directors had declared an interim dividend at the rate of Rs. 2.5 per share of Rs. 10/-. Your Directors now recommend a final dividend at the rate of Rs. 0.10 per share of Rs. 10/- subject to deduction of Income Tax at source, if applicable at the appropriate rate.

New Projects & New Products

Your Company has embarked on implementation of Information Technology (IT) Network, to facilitate on-line information, better pricing, inventory control, effective co-ordination, quality, accuracy, etc. The estimated expenditure on IT Network would be around Rs. 4 crores. Your Company expects to derive immense benefits in the years to come.

The R&D Team of your Company, which had developed "ACHOOK", a need based botanical pesticide, is working on its new formulation.

Fixed Deposits

Your Company has not accepted any public deposits during the financial year under review.

Holding Company

Your Company continues to be a subsidiary of Godrej Soaps Limited under Section 4(1) (b) of the Companies Act, 1956.

Subsidiary Company

Your Company became the holding Company of Godrej Plant Biotech Limited (GPBL) u/s 4(1)(b) of the Companies Act, 1956 on April 1, 1994. During the year, the investment in the equity of GPBL was raised further. As a result of increased investment, GPBL became a wholly owned subsidiary of your Company.

Annexed hereto is a statement as required u/s 212 (1) of Companies Act, 1956 regarding GPBL.

The audited Balance Sheet of GPBL together with their audited Profit & Loss Account, Directors' Report and Auditor's Report, is attached to the Balance Sheet and Profit & Loss Account of your Company.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

The information in respect of these matters, 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 and forming part of this Report, is annexed hereto (Annexure A).

ANNEXURE 'A'

Annexure Forming Part of the Directors' Report

INFORMATION PURSUANT TO 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 IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A. Conservation of Energy:

I. The Company has taken several measures for conservation of energy such as the following:-

i) Stopping Grinder after every four lots during pelleting which results into a saving of 50 HP for 2.5% of the total operating time.

ii) Installation of voltage regulating transformers to reduce electrical consumption.

II. The Company is engaged in manufacture of Animal Feeds, an item which does not feature in the schedule of Industries requiring information specified in the prescribed form. Hence, the details of energy consumption are not furnished.

B. Technology absorption, adaptation and innovation

I. During the year under review, Research & Development activities were continuously carried out for :-

(i) New product and process development;

(ii) Improvement in performance of existing Agro products;

(iii) Application of existing Agro products on new crops.

II. The benefits derived as a result of the above efforts are as under:

(i) Introduction of new plant growth promoter in the market;

(ii) Increased yield and improved quality of crops;

(iii) Continuous increase in market potential for existing Agro products.

III. The Company's future plans about R & D are given below:

Continuation of efforts and field trails in identifying and developing Non-Toxic Agro inputs to maintain ecological balance.

Expenditure on R & D

1994-95 1993-94

Rs. lacs Rs. lacs

(a) Capital NIL NIL

(b) Recurring 0.73 1.06 ---- ---- (c) Total 0.73 1.06 ---- ---- (d) Total R & D expenditure as 0.01 % 0.01% a percentage of total turnover

IV. The Company makes use of indigenous technology.

C. Foreign Exchange Earnings and Outgo:

I. Further efforts are being made to develop export markets fro grapes in the General Currency Area and to identify & explore export opportunities for horticultural products in new countries.

1994-95 1993-94 Rs. lacs Rs. lacs

II. Foreign Exchange used 123.10 27.55

III. Foreign exchange earned 51.65 19.13

---

Mar 31, 1994

Your Directors hereby submit their report along with teh audited accounts for the financial year ended on March 31, 1994.

Review of Operations :

The company achieved a turnover of Rs. 112 crore for the year ended March 31, 1994 as against Rs. 108 crore in the previous year.

Dividends :

An interim dividend at the rate of Rs. 2.00 per share (20%) subject to deduction of Income tax at source, wherever applicable, was paid to the members on February 28, 1994. The directors do not recommend any final dividend.

Share capital :

The Authorised share capital of the company was increased to Rs. 10 crores during the year. The company issued 7,59,200 equity shares of Rs. 10/- each at a premium of Rs. 340/- per share on the rights basis to the members. The company also issued 52,47,600 equity shares of Rs. 10/- each as bonus shares to the members during the year.

Change of status :

During the year, your company became public limited company by altering Article 2A of the articles of association of the company. The restrictive and prohibitive clauses applicable to a Private Limited Company pursuant to section 3(1)(iii) of the companies act, 1956, have since been deleted.

Expansion/Diversification :

In order to meet the rising demand for cattle, poultry and acqua feeds in the country, your company has initiated steps to set up projects at Kondapally near Vijayawada, Andhra Pradesh (for cattle, poultry and acqua feeds) and Uluberia in Howrah district, West Bengal (for cattle and poultry feeds). The company has already acquired land at the above locations and is taking effective steps towards construction.

During the year, your company had successfully completed the construction of pre-cooling unit at Mungsare, in Nasik, Maharashta and has exported grapes to Middle East, U.K. and other European countries. The company is also exploring the possibility of exporting vegetables, fruits and other horticultural products. Your company is also studying the feasibility of marketing broilers in the country.

Fixed deposits :

The company has not accepted any public deposits during the financial year under review.

Holding company :

Your company was a subsidiary of Godrej Soaps Limited under Section 4(1)(a) of the companies act, 1956. As on the date of this report, Godrej Soaps Limited holds more than 50% of the share capital of your company. Hence, your company has become subsidiary company of M/s. Godrej Soaps Limited within the meaning of Section 4(1)(b)(ii) of the companies act, 1956.

Subsidiary company :

Your company, subsequent to close of the financial year, has invested in the share capital of Godrej Plant Biotech Limited (GPBL), a company operating in the tissue culture segment of biotechnology industtry. Since your company holds more than 50% shares in GPBL, it has become holding company within the meaning of Section 4(1)(b)(ii) of the companies act, 1956.

Conservation of Energy :

The Management is providing continuous attention to conservation of energy at all manufacturing units of the company. Several steps have been taken to adopt energy efficient processes such as following :

Use of proper capacitors for optimisation of power factor. Old motor of 120 HP for Pellet Mill was replace. There is a reduction of about 3000 units per month.

The company is engaged in manufacture of Animal feeds, an item which does not feature in the schedule of Industries requiring information specified in the prescribed form. Hence, the details of energy consumption are not furnished.

Technology absorption, adaptation and innovation :

During the year under review, Research & Development was carried out in the following areas :

Increase in performance of existing agro products; Application of existing agro products on new crops; Sustained efforts for new product development.

The benefits derived as a result of the above efforts are as under :

Introduction of new plant growth promoter in the market; Increased yield and improved quality of crops; Continuous increase in market potential for exiting Agro products.

The company's future plans about R&D are given below :

Continuation of efforts and field trials in identifying and developing Non-toxic agro inputs to maintain ecological balance.

Expenditure on R&D :

1993-94 1992-93 Rs. lac Rs. lac

Capital - Nil Recurring 1.06 0.81 Total 1.06 0.81 Total R&D expenditure as a percentage of total turnover 0.01% 0.01%

The company makes use of indigenous technology.

Foreign Exchange earnings and outgo :

Further efforts are being made to develop export markets for grapes in the General currency area and to identify & explore export opportunities for horticultural products in other countries.

1993-94 1992-93 Rs. lac Rs. lac

Foreign exchange used 27.55 14.09 Foreign exchange earned 19.13 6.30c

---

Mar 31, 1993

Your Directors hereby submit their Report along with the audited Accounts for the financial year ended on March 31, 1993.

Review of Operations The Company achieved a turnover of Rs.108 crore in its first full year of operation. The Comopany made satisfactory profits during the current year.

Dividend Your Directors are happy to recommend dividend at the rate of Rs.3.50 per share (35 percent) subject to deduction of Income-tax at source, if applicable, at the appropriate rate. If approved, the dividend will be paid to all the members whose names appear in the register of members on the date of the Annual General Meeting.

Additional Information The additional information required to be given under the Companies Act, 1956, has been laid out in the Schedules attached to and forming part of the Accounts. There is no reservation, qualification or adverse remark contained in the Auditors' Report, requiring an explanation.

Fixed Deposits The Company has not accepted any public deposits during the financial year under review.

Holding Company During the year, your Company became a subsidiary of Godrej Soaps Limited under Section 4(1)(a) of the Companies, 1956 since Godrej Soaps Limited controls the composition of the Board of Directors of your Company.

Subsidiary M/s. Ensemble Holdings & Finance Limited ceased to be a subsidiary of your Company during the financial year under review. Hence, audited Balance Sheet together with audited Profit and Loss Account, Directors' Report and Auditors' Report have not been attached to the Company's Balance Sheet.

ANNEXURE FORMING PART OF THE DIRECTORS' REPORT A. Conservation of Energy: 1. The Company has taken several measures for conservation of energy such as the following:- i) Twin paddle slow speed Molasses Mixer was installed in some plants which runs only on 15 H P Motor instead of conventional 25 H P mixer. ii) Hammer mill in few plants are directly coupled to motor by tyre coupling instead of V-Belt drive thus resulting in better transmission of efficiency, saving around 1 HP iii) Pneumatic conveying system is replaced by mechanical elevation in the grinding section of Main Plant at Madras, thereby saving 30 HP.

2. The Company is engaged in manufacture of Animal Feeds an item which does not feature in the schedule of industries requiring information specified in the prescribed form. Hence, the details of energy consumption are not furnished.

B. Technology Absorption, adaption and Innovation:

1. During the year under review, Research & Development was carried out in the following areas: i) New pjroduct development; ii) Extending the use of existing Agro Products on new crops.

2. The benefits derived as a result of the above efforts are as under: i) Launch of new products; ii) Increase in market potential for existing products.

3. The Company's future plans about R & D are given below: Continue our efforts in identifying and developing environment friendly, Non-Toxic Agro inputs.

Expenditure on R & D This year Previous year (Rs. lac) (Rs.lac) a) Capital Nil Nil b) Recurring 0.81 0.01 ---------- ----------- c) Total 0.81 0.01 ---------- ----------- Less than d)Total R & D expend- 0.01% 0.01% iture as a percentage of total turnover

C. Foreign Exchange Earnings and Outgo: i) Efforts are being made to develop export markets in the General Curreny Area by exploring export opportunities for grapes and other horticultural produce exports. This Year Previous Year (Rs.lac) (Rs.lac) ii) Foreign exchange used 14.09 Nil

iii) Foreign exchange earned 6.30 Nil