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Notes to Accounts of Godrej Industries Ltd.

Mar 31, 2014

Note 1

a) Contingent Liabilities:

Matters Current year previous Year

I) Claims against Company not Acknowledged as debts;

i) Claims against the Company not acknowledged as debts represent 82,115,560 82,999,992 cases filed by parties in the Consumer forum, Civil Court and High Court and disputed by the Company as advised by our advocates. In the opinion of the management the claims are not sustainable.

ii) Claims against the Company under the Labour Laws for disputed 1,989,240 1,989,240 cases

iii) Claims against the Company under Bombay Stamp Act, 1958 14,850,000 14,850,000

iv) Other Claims against the Company not acknowledged as debts 11,184,920 3,925,000

v) Claims against the Company under Income Tax Act, Appeal preferred 5,996,853 2,203,685 to Commissioner of Income Tax (Appeals)

vi) Claims against the Company under Sales Tax Act, Appeal preferred to 21,874,981 12,130,007

The Joint Commissioner of Commercial Taxes (Appeals)

vii) Appeal preferred to Customs, Excise and Service Tax Appellate 335,102,594 316,499,606 tribunal at Bengaluru

viii) Demand raised wide audit memo issued by office of Commissioner of 2,656,077

Service tax New Delhi

II) Guarantees;

i) Guarantees given by Bank, counter guaranteed by the Company 345,188,721 174,168,003

III) Other Money for which Company is contingently liable

i) Letter of credit opened by Bank on behalf of the Company 11,999,908 113,425,102

Note 2

Dues to Micro and Small Enterprise

Disclosure of trade payables and other liabilities is based on the information available with the Company regarding the status of the suppliers as defined under the "Micro, Small & Medium Enterprises Development Act 2006". There is no amount overdue as on 31st March, 2014 to Micro & Small Enterprises on account of principal amount together with interest and also during the previous year.

Note 3

Employee Stock Option Plan:

a) During the financial year ended 31st March, 2008, the Company instituted an Employee Stock Option Plan (GPL ESOP) approved by the Board of Directors, Shareholders and the Remuneration Committee, which provided allotment of 885,400* options convertible into 885,400* Equity Shares of" 5/- each (Previous Year 442,700 Equity Shares of" 10/- each) to eligible employees of Godrej Properties Limited and its Subsidiary Companies (the Participating Companies) with effect from 28th December, 2007.

The Scheme is administered by an Independent ESOP Trust which has purchased shares from Godrej Industries Limited (The Holding Company), equivalent to the number of options granted to the eligible employees of the Participating Companies.

Note 4

Employee Stock Grant Scheme

a) During the period April 1, 2011 to March 31, 2014, the Company instituted an Employee Stock Grant Scheme (GPL ESGS) approved by the Board of Directors, shareholders and the Remuneration Committee, which provided allotment of 342,208 options convertible into 342,208 Equity Shares of " 5/- each (Previous Year Equity Shares of" 10/- each) to eligible employees of Godrej Properties Limited, its Holding and its Subsidiary Companies (the Participating Companies) 82,406* options with effect from 7th May, 2011, 3,756* options w.e.f. 1 st October 2011 , 72,416* options w.e.f. 1 st June 2012, 22,040* options w.e.f. 1st June 2012, 4,436* options w.e.f. 1st August 2012, 690* options w.e.f. 1st November 2012, 720* options w.e.f. 1 st February 2013, 30,000* options 1 st June 2013 and 1,25,744* options 1 st June 2013. Out of the total 342,208* stock grants 35,234* stock grants have lapsed on account of employees leaving the service of the company before the vesting date, 83,616* stock grants has been vested and exercised, hence 223,358* stock grants are outstanding as at March 31, 2014.

Note 5

The amount of exchange difference included in the Statement of Profit and Loss, is " 45,555/- (net gain) under the head Other Income (Previous Year" 640,397/-(net loss)).

Note 6

Segment Information:

As the company has only one business segment, disclosure under Accounting Standard 17 on "Segment Reporting" issued by the Institute of Chartered Accountants of India is not applicable.

1. Godrej Kinky Holdings Ltd.(a subsidiary of Godrej Consumer Products Mauritius Ltd)

2. Kinky Group Pty Ltd.(a subsidiary of Godrej Kinky Holdings Ltd)

3. Godrej Nigeria Ltd. (incorporated in Nigeria) (a subsidiary of Godrej Nigeria Holdings Ltd)

4. Indovest Capital Ltd. (incorporated in Malaysia) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)

5. Godrej Consumer Products Dutch Cooperatief UA, (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd)

6. Godrej Consumer Holdings (Netherlands) BV (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA)

7. Godrej Consumer Products (Netherlands) BV (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA)

8. Godrej Indonesia Netherlands Holding BV (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA) (merged with Godrej Consumer Holding (Netherlands)

9. PT Megasari Makmur (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)

10. PT Intrasari Raya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)

11. PT Simba Indosnack Makmur (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV) upto 21st March, 2013)

12. PT Ekamas Sarijaya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)

13. PT Indomas Susemi Jaya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)

14. PT Sarico Indah (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)

15. Godrej Argentina Dutch Cooperatief UA (incorporated in Netherlands) (a subsidiary of Godrej Consumer Products Mauritius Ltd.)

16. Godrej Netherlands Argentina Holding BV . (incorporated in Netherlands) (a subsidiary of Godrej Argentina Dutch Cooperatief UA)

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

18. Panamar Procuccioness Sri (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)

19. Argencos S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)

20. Laboratoria Cuenca S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)

21. Issue Group Uruguay S.A. (incorporated in Uruguay) (a subsidiary of Laboratoria Cuenca S.A.)

22. Deciral S.A. (incorporated in Uruguay) (a subsidiary of Laboratoria Cuenca S.A.)

23. Issue Group Brazil Ltd. (incorporated in Brazil) (a subsidiary of Laboratoria Cuenca S.A.)

24. Consell S.A . (incorporated in Argentina) (a subsidiary of Laboratoria Cuenca S.A.)

25. Godrej Consumer Products Nepal Pvt. Ltd.

26. Subinite Pty Ltd. (incorporated in South Africa) (a subsidiary of Weave Business Holdings Mauritius Pvt. Ltd.)

27. Lorna Nigeria Ltd (incorporated in Nigeria) (a subsidiary of Weave Business Holdings Mauritius Pvt. Ltd.

28. Weave IP Holding Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Weave Business Holdings Mauritius Pvt. Ltd.)

29. DGH Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Weave Holdings Ltd.)

30. Weave Business Holdings Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of DGH Mauritius Pvt. Ltd.)

31. Weave Trading Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Weave Holdings Ltd.)

32. Hair Trading (offshore) S. A. L. (incorporated in Lebanon) (a wholly-owned subsidiary of Weave Trading Mauritius Pvt Ltd.)

33. Weave Mozambique Limitada (incorporated in Mozambique) (a subsidiary of Weave Business Holdings Mauritius Pvt Ltd)

34. Godrej Consumer Investments (Chile) Spa, (incorporated in Chile) (a subsidiary of Godrej Netherlands BV)

35. Godrej Holdings (Chile) Limitada, (incorporated in Chile) (a subsidiary of Godrej Consumer Investments Spa)

36. Cosmetica Nacional, (incorporated in Chile) (a subsidiary of Godrej Holdings (Chile) Limitada)

37. Plasticos Nacional, (incorporated in Chile) (a subsidiary of Cosmetica Nacional)

38. Godrej East Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Ltd.)

39. Style Industries Ltd. (incorporated in Kenya) (a subsidiary of DGH Phase Two Mauritius Pvt. Ltd.

40. DGH Phase Two Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary Godrej East Africa Holdings Limited)

41. Godrej Tanzania Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Ltd.)

42. DGH Tanzania Ltd (incorporated in Tanzania) (a subsidiary of Godrej Tanzania Holdings Ltd. w.e.f. 6th December, 2012)

43. Sigma Hair Ind Ltd (incorporated in Tanzania) (a subsidiary of DGH Tanzania Ltd w.e.f. 19th December, 2012)

44. Godrej West Africa Holdings Ltd. (incorporated in Mauritius on 11th February, 2014) (a subsidiary of DGH Mauritius Pvt. Ltd.)

45. Godrej Consumer Investments Holding Ltd. (incorporated in Mauritius on 8th October, 2013)

v) Key Management Personnel :

Mr. Pirojsha Godrej

Mr. V. Srinivasan

Mr. K.T. Jithendran

vi) Individuals exercising Significant Influence :

Mr. A. B. Godrej Mr. N. B. Godrej


Mar 31, 2013

Note 1

(a) a scheme of amalgamation ("the scheme") for the amalgamation of Godrej Waterside Properties Private limited ("GWPPl" or "the Transferor company") (a wholly owned subsidiary) with Godrej Properties limited ("GPl" or "the Transferee company"), with effect from april 1, 2012, ("the appointed date") was sanctioned by the Hon''ble High court of Judicature at Bombay ("the court"), vide its Order dated april 12, 2013 and certified copies of the Order of the court sanctioning the scheme were filed with the Registrar of companies, Maharashtra on april 29, 2013 (the "Effective Date"). accordingly the standalone results of the company for the year ended March 31, 2013, include the results of the erstwhile GWPPl for the financial year ended March 31, 2013.

(b) The amalgamation has been accounted for under the "Purchase method" as prescribed by accounting standard (as-14) on "accounting for amalgamation" notified under the companies (accounting standards) Rules, 2006. The company has carried out the accounting treatment prescribed in the scheme as sanctioned by the Hon''ble High court of Judicature at Bombay. The required disclosures as per paragraph 42 of accounting standard 14 (as-14) ''accounting for amalgamations'' as prescribed under the companies (accounting standards) Rules, 2006 has been provided. accordingly, the scheme has been given effect to in these accounts and all the assets and liabilities of GWPPl stands transferred to and vested in the Transferee company with effect from the appointed Date. in accord- ance with the scheme, the assets and liabilities of GWPPl have been taken over and recorded at their fair values as determined by the Board of Directors of GPl.

(d) To give effect to the Honorable Bombay High court''s order dated april 12, 2013 regarding scheme of amalgamation, the following actions have been performed:

(i) The cost and expenses arising out of or incurred in carrying out and implementing the scheme amounting Rs. 5,300,000/- have been directly adjusted against the opening balance of surplus in statement of Profit & loss of the Transferee company.

(ii) The amount of Rs. 1,228,652,637/- arising out of the difference between the fair value of the net assets of the Transferor company taken over and cancellation of intercompany investments loans and advances between the Transferor company and the Transferee company has been adjusted from the opening balance of General Reserve and opening balance of surplus in the statement of Profit & loss as per the scheme.

(e) The following amounts have been adjusted from the opening balance of General Reserve and Opening balance in the statement of Profit & loss.

(f) in accordance with the scheme of amalgamation, an amount of Rs. 1,228,652,637/- on account of Goodwill on merger has been adjusted from the opening balance in the General Reserve and Opening balance of surplus in the statement of Profit & loss instead of amortising the same in the statement of Profit & loss over a period of five years. The cost and expenses arising out of or incurred in carrying out and implementing the scheme amounting to Rs. 5,300,000/- have been directly adjusted from the Opening balance of surplus in the statement of Profit & loss of the company. Had the scheme not prescribed the above treatment, the profit for the year would have been lower by Rs. 251,030,527/- , the Goodwill would have been higher by Rs. 982,922,110/- (net written down value), the General Reserve account would have been higher by Rs. 462,000,000/- and the surplus in the statement of Profit & loss would have been higher by Rs. 520,922,110/- since the entire issued, subscribed and paid-up capital of the Transferor company was held by the Transferee company, upon the scheme becoming effective, no shares of the Transferee company have been allotted in lieu or exchange of its holding in GWPPl and the share capital of GWPPl stands cancelled.

(g) since the aforesaid scheme of amalgamation of the above mentioned company with the company, which is effective from april 1, 2012, has been given effect to in these accounts, the figures for the current year to that extent are not comparable with those of the previous year.

Note 2

Dues to Micro and Small Enterprise

Disclosure of trade payables and other liabilities is based on the information available with the company regarding the sta- tus of the suppliers as defined under the "Micro, small & Medium Enterprises Development act 2006". There is no amount overdue as on 31st March, 2013 to Micro & small Enterprises on account of principal amount together with interest and also during the previous year.

Note 3

Employee Stock Option Plan:

a) During the financial year ended 31st March, 2008, the company instituted an Employee stock Option Plan (GPl EsOP) approved by the Board of Directors, shareholders and the Remuneration committee, which provided allotment of 442,700 options convertible into 442,700 Equity shares of Rs. 10/- each to eligible employees of Godrej Properties limited and its subsidiary companies (the Participating companies) with effect from 28th December, 2007.

The scheme is administered by an independent EsOP Trust which has purchased shares from Godrej industries limited (The Holding company), equivalent to the number of options granted to the eligible employees of the Participating companies.

all the Options Outstanding as on March 31, 2013 are vested.

The employee share based payment plans have been accounted based on the intrinsic value method and no compensation expense has been recognized since the price of the underlying equity shares on the grant date is same /less than exercise price of the option, the intrinsic value of option, therefore being determined as nil.

The company has provided loan of Rs. 443,402,597/- (Previous Year Rs. 443,911,462/-) to GPl EsOP, which is administered by an independent EsOP Trust which has purchased shares of GPl from Godrej industries limited equivalent to the number of stock options granted from time to time to eligible employees. The Market Value as on March 31, 2013, of the shares held by the EsOP trust is lower than the holding cost of these shares by Rs.123,999,119/- (net of Provision of Rs. 58,923,028/-), Previous year Rs. 82,347,882/- (net of Provision Rs. 58,923,028). The repayment of the loans granted by the company to EsOP Trust is dependent on the exercise of the options by the employees and the market price of the underlying shares of the unexercised options at the end of the exercise period. The fall in value of the underlying equity shares is on account of market volatility and the loss, if any, can be determined only at the end of the exercise period.

b) The company has provided loan of Rs. 75,320,420/- (Previous Year Rs. 89,803,589/-) to Godrej industries limited Employee stock Option scheme (Gil EsOP), which is administered by an independent EsOP Trust which purchases shares of Gil from the market equivalent to the number of stock options granted from time to time to eligible employees. The repayment of the loans granted by the company to EsOP trust is dependent on the exercise of the options by the employees and the market price of the underlying shares of the unexercised options at the end of the exercise period.

Note 4

Employee Stock Grant Scheme

a) During the period april 1, 2011 to March 31, 2013, the company instituted an Employee stock Grant scheme (GPl EsGs) approved by the Board of Directors, shareholders and the Remuneration committee, which provided allotment of 93,232 options convertible into 93,232 Equity shares of Rs. 10/- each to eligible employees of Godrej Properties limited, its Holding and its subsidiary companies (the Participating companies) 41,203 options with effect from 7th May, 2011, 1,878 options w.e.f. 1st October 2011 , 36,208 w.e.f. 1st June 2012 , 11,020 w.e.f. 1st June 2012, 2,218 w.e.f. 1st august 2012, 345 w.e.f. 1st november 2012 and 360 w.e.f. 1st February 2013. Out of the total 93,232 stock grants

Note 5

The amount of exchange difference included in the statement of Profit and loss, is Rs. 60,385/- (net gain) under the head Other income (Previous Year Rs. 640,397/-(net loss)).

Note 6

Segment Information:

as the company has only one business segment, disclosure under accounting standard 17 on "segment Reporting" issued by the institute of chartered accountants of india is not applicable.

Note 7

Leases

a) The company''s significant leasing arrangements are in respect of operating leases for Residential premises. lease income from operating leases is recognized on a straight-line basis over the period of lease. The particulars of the premises given under operating leases are as under:

b) The company''s significant leasing arrangements are in respect of operating leases for commercial / Residential prem- ises. lease expenditure for operating leases is recognized on a straight-line basis over the period of lease. These leasing arrangements are cancellable, and are renewable on a periodic basis by mutual consent on mutually accepted terms. The particulars of the premises taken on operating leases are as under:

Note 8

Previous year figures have been regrouped wherever necessary to confirm to current year''s classification.


Mar 31, 2012

(a) Rights, preferences and restrictions attached to shares:

The Company has only one class of equity share having a par value of Rs 10 per share. Each holder of equity shares is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the Annual General Meeting except in case of interim dividend. In the event of liquidation, the shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

a) Secured Loans availed from State Bank of India is secured by Equitable Mortgage of immovable property of the Company's Project at Juhu, Mumbai and by exclusive First Charge by way of hypothecation of the current assets of Company and of Godrej Real Estate Pvt. Ltd. (wholly owned subsidiary) and carries interest at Base Rate 4.75% p.a. in case of Cash Credit and @11.25% to 11.30% for Working Capital Demand Loan.

b) Unsecured Cash Credit facility availed from IDBI Bank Ltd. carries interest at Base Rate 4.75% p.a.

c) Other loans include: i) Rs 2,500,000,000/- availed from Central Bank of India carries interest at Base Rate 0.50% p.a. Repayable in 364 days from the date of each drawdown.

ii) Rs 2,000,000,000/- availed from Canara Bank Ltd. carries interest at Base Rate 1.25% p.a. Repayable in 12 months from the date of each drawdown.

iii) Rs 1,500,000,000/- availed from Punjab & Sind Bank carries interest at Base Rate 0.50% p.a. Repayable in 12 months from the date of drawdown.

Note 1

a) Contingent Liabilities:

Matters Current year Previous Year Rs. Rs.

I) Claims against Company not Acknowledged as debts;

i) Claims against the Company not acknowledged as debts represent cases 30,144,189/- 30,144,189/- filed by parties in the Consumer forum, Civil Court and High Court and

disputed by the Company as advised by our advocates. In the opinion of

the management the claims are not sustainable.

ii) Claims against the Company under the Labour Laws for disputed cases 1,989,240/- 1,989,240/-

iii) Claims against the Company under Bombay Stamp Act, 1958 14,850,000/- 14,850,000/-

iv) Other Claims against the Company not acknowledged as debts 3,925,000/- 3,925,000/-

v) Claims against the Company under Income Tax Act, Appeal preferred to 14,825,232/- 558,587/- Commissioner of Income Tax (Appeals)

vi) Claims against the Company under Sales Tax Act, Appeal preferred to The 12,130,007/- - Joint Commissioner of Commercial Taxes (Appeals)

II) Guarantees;

i) Guarantees given by Bank, counter guaranteed by the Company 260,237,003/- 122,734,000/-

III) Other Money for which Company is contingently liable

i) Letter of credit opened by Bank on behalf of the Company 49,330,213/- -

b) Commitments



Particulars Current year Previous Year Rs. Rs.

I) Capital Commitment 115,197/- 7,157,288/-

II) Uncalled amount of Rs 80/- & Rs 30/- on 70 & 75 partly paid shares 7,850/- 7,850/- respectively of Tahir Properties Limited

III) Major Contracts Commitment Outstanding for Civil, Elevator, External 4,965,971,805/- 4,227,866,086/- Development, MEP work etc

As on March 31, 2012, unutilized funds have been temporarily invested in mutual funds schemes and fixed deposit with banks as mentioned in the prospectus of the Company.

*Revised amount proposed to utilized as approved by Shareholders in AGM held on July 22, 2011.

Note 2

Dues to Micro, Small And Medium Industries

Disclosure of Trade Payable and other liabilities is based on the information available with the Company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprises Development Act 2006". There is no amount overdue as on 31st March, 2012 to Micro, Small and Medium Enterprises on account of principal amount together with interest and also during the previous year.

Note 3

Employee Stock Option Plan:

a) During the financial year ended March 31, 2008, the Company instituted an Employee Stock Option Plan (GPL ESOP) approved by the Board of Directors, Shareholders and the Remuneration Committee, which provided allotment of 442,700 options convertible into 442,700 Equity Shares of Rs 10/- each to eligible employees of Godrej Properties Limited and its Subsidiary Companies (the Participating Companies) with effect from December 28, 2007.

The Scheme is administered by an Independent ESOP Trust which has purchased shares from Godrej Industries Limited (The Holding Company), equivalent to the number of options granted to the eligible employees of the Participating Companies.

The Option granted shall vest after five years from the date of grant of option, provided the employee continues to be in employment and the options are exercisable within three years after vesting. Out of the total 317,700 options outstanding as on March 31, 2012, 60,000 have vested.

However in the event that during the 5th year of the vesting period that is in the year 2012, the average of the closing market prices of the shares of the Company on the Bombay Stock Exchange Limited and The National Stock Exchange of India Limited on each day exceeds the exercise price by not less than Rs50 for a consecutive period of 30 days, the option shall be deemed to have vested on the day immediately following the 30th day, as determined by the Remuneration Committee.

The employee share based payment plans have been accounted based on the intrinsic value method and no compensation expense has been recognized since the price of the underlying equity shares on the grant date is same /less than exercise price of the option, the intrinsic value of option, therefore being determined as Nil.

The Company has provided loan of Rs 443,911,462/- (Previous Year Rs 405,711,234/-) to GPL ESOP, which is administered by an independent ESOP Trust which has purchased shares of GPL from Godrej Industries Limited equivalent to the number of stock options granted from time to time to eligible employees. The Market Value as on March 31, 2012, of the shares held by the ESOP trust is lower than the holding cost of these shares by Rs 82,347,882/- (Net of Provision of Rs 58,923,028/- on account of options lapsed), Previous year Rs 81,549,135/- (Net of Provision Rs Nil). The repayment of the loans granted by the Company to ESOP Trust is dependent on the exercise of the options by the employees and the market price of the underlying shares of the unexercised options at the end of the exercise period. The fall in value of the underlying equity shares is on account of market volatility and the loss, if any, can be determined only at the end of the exercise period.

b) The Company has provided loan of Rs 89,803,589/- (Previous Year Rs 82,884,089/-) to Godrej Industries Limited Employee Stock Option Scheme (GIL ESOP), which is administered by an independent ESOP Trust which purchases shares of GIL from the market equivalent to the number of stock options granted from time to time to eligible employees. The repayment of the loans granted by the Company to ESOP trust is dependent on the exercise of the options by the employees and the market price of the underlying shares of the unexercised options at the end of the exercise period. The fall in value of the underlying equity shares is on account of market volatility and the loss, if any, can be determined only at the end of the exercise period. In view of the aforesaid, provision for diminution of Rs 4,635,820/- is provided in the financial statements.

Note 4

Employee Stock Grant Scheme

a) During the period April 1, 2011 to March 31, 2012, the Company instituted an Employee Stock Grant Scheme (GPL ESGS) approved by the Board of Directors, shareholders and the Remuneration Committee, which provided allotment of 43,081 options convertible into 43,081 Equity Shares of Rs 10/- each to eligible employees of Godrej Properties Limited, its Holding and its Subsidiary Companies (the Participating Companies) 41,203 options with effect from May 7, 2011 and 1,878 options with effect from October 1, 2011. Out of the total 41,203 stock grants of first tranche, 13,438 stock grants have lapsed on account of employees leaving the service of the company before the vesting date and hence 27,765 stock grants of first tranche and 1,878 stock grants of second tranche are outstanding as at March 31, 2012.

Out of 27,765 stock grants of first tranche, 10,449 stock grants shall vest on May 6, 2012, 8,658 stock grants shall vest on May 6, 2013 and 8,658 stock grants shall vest on May 6, 2014 and out of 1,878 stock grants of second tranche 1/3rd of outstanding stock grants shall vest each year on September 30, 2012, September 30, 2013 and September 30, 2014. Upon such vesting, as per the schedule, equivalent number of equity shares of nominal value of Rs 10 each in the company shall be issued to the eligible employees.

Diluted Earnings per Share (EPS) pursuant to issue of shares on exercise of option is Rs 11.63 per share as on March 31, 2012.

b) Employee compensation cost using the intrinsic value method recognized by the company in the Statement of Profit and Loss as on March 31, 2012 is Rs 10,455,958/-

Note 5

The amount of exchange difference included in the Statement of Profit and Loss, under the head Borrowing Cost is Rs 640,397/- (Previous Year Rs (337,174/-)).

(b) Defined Benefit Plans:

Contribution to Gratuity Fund

Gratuity is payable to all eligible employees on death or on separation/termination in terms of the provisions of the Payment of Gratuity Act or as per the Company's policy whichever is beneficial to the employees.

Note 6

Segment Information: As the Company has only one business segment, disclosure under Accounting Standard 17 on "Segment Reporting" issued by the Institute of Chartered Accountants of India is not applicable.

Note 7 Leases

a) The Company's significant leasing arrangements are in respect of operating leases for Residential premises. Lease income from operating leases is recognized on a straight-line basis over the period of lease. The particulars of the premises given under operating leases are as under:

b) The Company's significant leasing arrangements are in respect of operating leases for Commercial/Residential premises. Lease expenditure for operating leases is recognized on a straight-line basis over the period of lease. These Leasing arrangements are cancellable, and are renewable on a periodic basis by mutual consent on mutually accepted terms. The particulars of the premises taken on operating leases are as under:

Note 8

The financial statements for the year ended March 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared as per the revised Schedule VI. Accordingly figures of the previous years have been reclassified wherever necessary to confirm to the current year's classification.


Mar 31, 2011

1. Contingent Liabilities:

Matters As at As at 31st March, 31st march, 2011 2011 Rs. Rs.

a) uncalled amount of Rs. 80/- & Rs. 30/- on 70 & 75 partly paid shares 7,850/- 7,850/- respectively of Tahir Properties limited

b) claims against the company not acknowledged as debts represents cases 30,144,189/- 798,647/- filed by parties in the consumer forum and High court and disputed by the company as advised by our advocates. in the opinion of the management the claims are not sustainable.

c) claims against the company under the labour laws for disputed cases 1,989,240/- 1,989,240/-

d) Guarantees given by Bank, counter guaranteed by the company 122,734,000/- 30,500,000/-

e) claims against the company under Bombay stamp act,1958 14,850,000/- 14,850,000/-

f) other claims against the company not acknowledged as debts 3,925,000/- 9,925,000/-

g) claims against the company under income tax act, appeal preferred to commissioner of income tax (appeals) 558,587/- 3,369,812/-

Capital commitment outstanding for the year ended 31st march, 2011 (net of advance) is amounting to Rs. 7,157,288/- (Previous Year Rs. Nil).

2. Inventories

b) Construction Work-in-Progress and due on management projects represents materials at site and unbilled cost on the projects based on projections and estimates by the company of the expected revenues and costs to completion. in the opinion of the management, the net realizable value of the construction work-in-progress will not be lower than the costs so included.

3. Cash and Bank Balances:

Balances with scheduled banks on deposit accounts include Rs. 26,907,709/- (Previous Year Rs. 34,422,705/-) received from fat buyers and held in trust on their behalf in a corpus fund.

4. Loans and Advances:

c) Due on management Projects include a sum of Rs. 21,565,250/- (Previous Year Rs. 21,564,700/-) on account of a project, where the matter is sub-judice with arbitrators.

d) The company has been entering into development agreements with landlords. development manager Fees amounting to Rs. 44,456,901/- (Previous Year Rs. 60,230,839/- ) accrued as per terms of the agreement are receivable by the company based upon progress milestones specified in the respective agreements and have been disclosed as development manager Fees accrued but not due in schedule 10.

5. Employee Stock Option Plan:

a) During the financial year ended 31st march, 2008, the company instituted an employee stock option Plan (GPLESOP) approved by the Board of directors, shareholders and the remuneration committee, which provided allotment of 442,700 options convertible into 442,700 equity shares of Rs. 10/- each to eligible employees of Godrej Properties limited and its subsidiary companies (the Participating companies) with effect from 28th December, 2007.

The scheme is administered by an independent ESOP trust which has purchased shares from Godrej industries limited (the holding company), equivalent to the number of options granted to the eligible employees of the Participating companies.

The option granted shall vest after five years from the date of grant of option, provided the employee continues to be in employment and the option is exercisable within three years after vesting.

However in the event that during the 4th and 5th year of the vesting period that is in the year 2011 and 2012, the average of the closing market prices of the shares of the company on the Bombay stock exchange limited and the national stock exchange of India limited on each day exceeds the exercise price by not less than Rs. 50 for a consecutive period of 30 days, the option shall be deemed to have vested on the day immediately following the 30th day, as determined by the remuneration committee.

The employee share based payment plans have been accounted based on the intrinsic value method and no compensation expense has been recognized since, the price of the underlying equity shares on the grant date is same/ less than exercise price of the option, the intrinsic value of option, therefore being determined as nil.

The company has provided loan of Rs. 368,916,600/- (Previous Year Rs. 375,119,478/-) to GPl ESOP, which is administered by an independent ESOP trust which has purchased shares of GPl from Godrej industries limited equivalent to the number of stock options granted from time to time to eligible employees. the repayment of the loans granted by the company to ESOP trust is dependent on the exercise of the options by the employees and the market price of the underlying shares of the unexercised options at the end of the exercise period. the fall in value of the underlying equity shares is on account of market volatility and the loss, if any, can be determined only at the end of the exercise period. in view of the aforesaid, provision for diminution of Rs. 81,549,135/- (Previous Year Rs. 117,750,174/-) is not considered necessary in the financial statements.

b) The company has provided loan of Rs. 82,884,089/- (Previous Year Rs. 70,974,033/-) to Godrej industries limited employee stock option scheme (Gil ESOP), which is administered by an independent ESOP trust which purchases shares of Gil from the market equivalent to the number of stock options granted from time to time to eligible employees. the repayment of the loans granted by the company to ESOP trust is dependent on the exercise of the options by the employees and the market price of the underlying shares of the unexercised options at the end of the exercise period. the fall in value of the underlying equity shares is on account of market volatility and the loss, if any, can be determined only at the end of the exercise period. in view of the aforesaid, provision for diminution of Rs. 24,174,390/- (Previous Year Rs. 29,016,289/-) is not considered necessary in the financial statements.

6. Dues To Micro, Small And Medium Industries

Disclosure of sundry creditors under current liabilities is based on the information available with the company regarding the status of the suppliers as defined under the “Micro, small and medium enterprises development act, 2006”. there is no amount overdue as on 31st march, 2011 to micro, small and medium enterprises on account of principal amount together with interest and also during the previous year.

7. The amount of exchange difference included in the Profit and loss account, under the related heads of expenses is Rs. (337,174/-). (Previous Year Rs. (25,624/-)).

8. Segment Information: as the company has only one business segment, disclosure under accounting standard 17 on “segment Reporting” issued by the institute of chartered accountants of India is not applicable.

9. Related Party Disclosures:

1. Related party disclosures as required by AS - 18, “Related Party Disclosures”, are given below:

(i) Relationships:

Shareholders (Holding company)

Godrej industries limited (Gil) holds 70.63% (Previous Year 69.43%) shares in the company. Gil is the subsidiary of Godrej & Boyce Mfg. Co. limited, the ultimate Holding company.

(ii) Subsidiaries:

Godrej realty Private limited (51%)

Godrej Waterside Properties Private limited (51%)

Godrej real estate Private limited (100%)

Godrej developers Private limited (51%)

Godrej sea View Properties Private limited (50.10%) (77.73% upto 03rd May, 2010)

Happy Highrises limited (51%)

Godrej estate developers Private limited (51%)

Godrej Buildwell Private limited (49%) (100% upto 29th september, 2010) (subsidiary due to control over

Composition of Board of directors)

Godrej Buildcon Private limited (100%) (subsidiary w.e.f. 21st september, 2010)

Godrej Projects development Private limited (100%) (subsidiary w.e.f. 22nd November, 2010)

Godrej Premium Builders Private limited (100%) (subsidiary w.e.f. 18th February, 2011)

Godrej Garden city Properties Private limited (100%) (subsidiary w.e.f. 18th February, 2011)

Udhay - GK realty Private limited (100%) (subsidiary w.e.f. 07th march , 2011)

(iii) Other Related Parties in Godrej Group, where common control exists:

Vora soaps limited

Bahar Agrochem & Feeds Private limited

ensemble Holdings & Finance limited

Godrej appliances limited

Godrej Agrovet limited

Godrej consumer Products limited

Godrej Household Products limited (Formerly known as Godrej Saralee limited)

Godrej SCA Hygiene limited

Godrej Hershey limited

Godrej Infotech limited

Natures Basket limited

(iv) Key Management Personnel:

Mr. Milind Surendra Korde

Mr. Pirojsha Godrej

Mr. K.T. Jithendran

(v) Individuals exercising Signifcant Influence:

Mr. A. B. Godrej

Mr. N. B. Godrej

10. Employee Benefits

(ii) Defined Benefit Plans:

(a) Contribution to Gratuity Fund

Gratuity is payable to all eligible employees on death or on separation/termination in terms of the provisions of the Payment of Gratuity act or as per the companys policy whichever is beneficial to the employees.

11. Information in respect of Joint Ventures.

jointly controlled operations - development of the following residential/commercial Projects:

coliseum, Mumbai - Profit sharing

Woodsman estate, Bangaluru - revenue sharing

Gold county, Bangaluru - revenue sharing

Planet Godrej, Mumbai - Profit sharing

Edenwoods, Mumbai - Revenue/Profit sharing

Shivajinagar, Pune - Profit sharing

Bhugaon, Pune

Avalon Project - area sharing/revenue sharing

Sanjay Khan, Bangaluru - revenue sharing

Grenville Park, Mumbai - Profit sharing

Godrej Garden city, Ahmedabad - area sharing

K. Syama Raju, Bangaluru - area sharing/revenue sharing

Vikhroli - Profit sharing

Kochi - revenue sharing

Umbarde Kalyan - revenue sharing

Frontier, Gurgaon - area sharing/revenue sharing

solitaire, Chembur - revenue sharing

12. Previous year figures have been regrouped/rearranged where ever necessary to confirm to current years classification.

13. additional information as required under Part IV of schedule VI of the companies act, 1956 to the extent not applicable has not been given.


Mar 31, 2010

1. Earning Per Share

a) Calculation of weighted average number of equity shares Number of shares at the beginning of the year Number of equity shares outstanding at the end of the year Weighted average number of equity shares outstanding during the year

b) Net profit after tax excluding extraordinary items

c) Net profit after tax available for equity shareholders (including extraordinary items)

d) Basic and diluted earnings per share of Re 1 each excluding extraordinary Items

e) Basic and diluted earnings per share of Re 1 each including extraordinary Items

Note: There is no impact on basic as well as diluted earnings per share on account of the ESOP, as the scheme does not envisage any fresh issue of share capital.

Notes:

1. The Company has disclosed Business Segment as the primary segment. Segments have been identifi ed taking into account the nature of the products, the different risks and returns, the organisational structure and the internal reporting system.

2. Chemicals segment includes Oleo Chemicals such as Fatty Alcohols, Fatty Acids, Alfa Olefi n Sulphonates and Refi ned Glycerin.

Estate segment comprises the business of giving premises on leave and license basis.

Finance & Investments segment comprises of investment in subsidiaries, associate companies & other investments. Others includes business of refi ned vegetable oils and vanaspati and energy generation through windmills.

3. The geographical segments are as follows

- Sales in India represent sales to customers located in India

- Sales outside India represent sales to customers located outside India.

2. Related Party Disclosures

a) Names of related parties and description of relationship Parties where control exists

Godrej & Boyce Mfg. Co. Ltd., the holding company

Subsidiary companies

Godrej Agrovet Ltd.

Golden Feeds Products Ltd.

Cauvery Palm Oil Ltd.

Godrej Oil Palm Ltd.

Godrej Properties Ltd.

Godrej Developers P. Ltd.

Godrej Real Estate P. Ltd.

Godrej Realty P. Ltd.

Godrej Sea View Properties P. Ltd.

Godrej Waterside Properties P. Ltd.

Happy Highrises Ltd.

Godrej Estate Developers P. Ltd.

Natures Basket Ltd.

Ensemble Holdings & Finance Ltd.

Godrej International Ltd.

Godrej Hygiene Care Pvt. Ltd. ( up to 31.05.2009)

Fellow Subsidiaries:

Wadala Commodities Ltd.

Godrej (Malaysia) Sdn Bhd

Godrej (Singapore) Pte Ltd.

Godrej Infotech Ltd.

Veromatic International BV

Veromatic Services BV

Water Wonder Benelux BV

Godrej ConsumerBiz Ltd. (up to 01.06.2009)

Other related parties with whom the Company had transactions during the year Associate / Joint Venture Companies

Godrej Consumer Products Ltd. (also fellow

subsidiary)

Godrej Hershey Ltd.

Swadeshi Detergents Ltd.

Compass BPO Ltd. (up to 08.03.2010)

Godrej Sara Lee Ltd. (up to 31.05.2009)

Key Management Personnel

Mr. A.B. Godrej Chairman

Mr. N.B. Godrej Managing Director

Ms. T.A. Dubash Executive Director

& President (Marketing) Mr. M. Eipe Executive Director

& President (Chemicals) Mr. V. Banaji Executive Director & Preside

(Group Corporate Affairs) Mr. M.P. Pusalkar Executive Director & Preside

(Corporate Projects)

Relatives of Key Management Personnel

Ms. P.A. Godrej Wife of Mr. A.B. Godrej

Ms. N.A. Godrej Daughter of Mr. A.B. Godrej

Mr. P.A. Godrej Son of Mr. A.B. Godrej

Ms. R.N. Godrej Wife of Mr. N.B. Godrej

Ms. B.N. Godrej Son of Mr. N.B. Godrej

Ms. S.N. Godrej Son of Mr. N.B. Godrej

Ms. H.N. Godrej Son of Mr. N.B. Godrej

Enterprises over which key management personnel exercise signifi cant infl uence

Godrej Netherlands BV

Rapidol (Pty) Ltd.

Godrej Global Mideast FZE

Godrej Hygiene Products Ltd.

Godrej Consumer Products Mauritius Ltd.

Godrej Consumer Products Holding (Mauritius) Ltd.

Godrej Holdings Pvt. Ltd.

Godrej Investments Pvt. Ltd.

Bahar Agrochem & Feeds Pvt. Ltd.

Vora Soaps Ltd.

Tahir Properties Ltd.

Godrej Tyson Foods Ltd.

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