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Notes to Accounts of Godrej Industries Ltd.

Mar 31, 2017

1. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

2. Derivative financial instruments

The Company uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign currency risks and interest rate risks respectively. The Company also uses commodity futures contracts to hedge the exposure to oil price risks. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of item being hedged and the type of hedge relationship designated.

Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

3. Provisions and Contingent Liabilities

Provisions are recognized when the Company has a present obligation as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and when a reliable estimate of the amount of the obligation can be made. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date. The expenses relating to a provision is presented in the Statement of Profit and Loss net of any reimbursement.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows specific to the liability. The unwinding of the discount is recognized as finance cost.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

A contingent asset is not recognized but disclosed in the financial statements where an inflow of economic benefit is probable.

Commitments includes the amount of purchase orders (net of advance) issued to parties for acquisition of assets. Provisions, contingent assets, contingent liabilities and commitments are reviewed at each balance sheet date.

4. Revenue Recognition

Sales are recognized when goods are supplied and significant risks and rewards of ownership in the goods are transferred to the buyer as per the terms of contract and no significant uncertainty exists regarding the amount of the consideration that will be derived from the sale of the goods. Sales are inclusive of excise duty and net of returns, trade discounts, rebates and sales taxes.

Income from processing operations is recognized on completion of production / dispatch of the goods, as per the terms of contract.

Dividend income is recognized when the right to receive the same is established, it is probable that the economic benefits associated with the dividend will flow to the Company and the amount of dividend can be measured reliably.

For all financial instruments measured at amortized cost, interest income is recorded using the effective interest rate (EIR), which is the rate that discounts the estimated future cash payments or receipts through the expected life of the financial instruments or a shorter period, where appropriate, to the net carrying amount of the financial assets. Interest income is included in other income in the Statement of Profit and Loss.

Income on assets given on operating lease is recognized on a straight line basis over the lease term in the Statement of Profit and Loss.

5. Employee Benefits

(i) Short-Term Employee Benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits. Benefits such as salaries, performance incentives, etc., are recognized as an expense at the undiscounted amount in the Statement of Profit and Loss of the year in which the employee renders the related service.

The Company has a scheme of Performance Linked Variable Remuneration (PLVR) which rewards its employees based on Economic Value Added (EVA) or Profit before Tax (PBT). The PLVR amount is related to actual improvement made in EVA or PBT over the previous year when compared with expected improvements.

(ii) Post Employment Benefits

(a) Defined Contribution Plans

Payments made to a defined contribution plan such as Provident Fund and Family Pension maintained with Regional Provident Fund Office are charged as an expense in the Statement of Profit and Loss as they fall due.

(b) Defined Benefit Plans

The Company’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, after discounting the same. The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. Re-measurement of the net defined benefit liability, which comprise actuarial gains and losses are recognized immediately in Other Comprehensive Income (OCI). Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in Statement of Profit and Loss. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in Statement of Profit and Loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Pension plan for eligible employees are considered as defined benefit obligations and are provided for on the basis of an actuarial valuation, using the Projected Unit Credit Method, as at the date of the Balance Sheet.

(iii) Other Long-Term Employee Benefits

The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Re-measurement are recognized in Statement of Profit and Loss in the period in which they arise.

(iv) Terminal Benefits

All terminal benefits are recognized as an expense in the period in which they are incurred.

6. Share-Based Payments

Employees of the Company also receive remuneration in the form of share based payments in consideration of the services rendered.

Under the equity settled share based payment, the fair value on the grant date of the awards given to employees is recognized as ‘employee benefit expenses’ with a corresponding increase in equity over the vesting period. The fair value of the options at the grant date is calculated basis Black Scholes model. At the end of each reporting period, apart from the non market vesting condition, the expense is reviewed and adjusted to reflect changes to the level of options expected to vest. When the options are exercised, the Company issues fresh equity shares.

When the terms of an equity-settled award are modified, an additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification.

7. Operating Leases

Leases of assets under which all the risks and rewards of ownership are effectively retained by the less or are classified as operating leases. Lease payments under operating leases are recognized on a straight line basis over the lease term as an expense in the Statement of Profit and Loss.

8. Research and Development Expenditure

Revenue expenditure on Research & Development is charged to the Statement of Profit and Loss of the year in which it is incurred. Capital expenditure incurred during the year on Research & Development is included under additions to fixed assets.

9. Borrowing Costs

Borrowing costs are interest and other costs that the Company incurs in connection with the borrowing of funds and is measured with reference to the effective interest rate applicable to the respective borrowing. Borrowing costs that are directly attributable to the acquisition of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of that asset till the date it is put to use. Other borrowing costs are recognized as an expense in the period in which they are incurred.

10. Foreign Exchange Transactions

(i) The financial statements of the Company are presented in Indian Rupee (INR), which is Company’s functional and presentation currency.

(ii) Transactions in foreign currency are recorded at exchange rates prevailing on the day of the transaction. Monetary assets and liabilities denominated in foreign currency, remaining unsettled at the period end are translated at closing rates. The difference in translation of monetary assets and liabilities and realized gains and losses on foreign currency transactions are recognized in the Statement of Profit and Loss. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction.

(iii) The difference in translation of long term monetary assets acquired and liabilities incurred prior to April 01, 2016 and realized gains and losses on foreign currency transactions relating to acquisition of depreciable capital assets are added to or deducted from the cost of the asset and depreciated over the balance life of the asset; and in other cases, accumulated in a Foreign Currency Monetary Item Translation Difference Account and amortized over the balance period of such long term asset / liability, by recognition as income or expense but not beyond March 31, 2020.

11. Taxes on Income

ncome tax expense comprises current and deferred tax and is recognized in the Statement of Profit and Loss except to the extent that it relates to items recognized directly in equity or in OCI.

(i) Current Tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date.

(ii) Deferred Tax

Deferred tax is recognized in respect of temporary differences arising between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.

Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

12. Earnings Per Share

Basic Earnings per share is calculated by dividing the net profit / (loss) for the period attributable to the equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit / (loss) for the period attributable to the equity shareholders and the weighted average number of equity shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

Note13 : Capital Work-in-Progress

Capital work-in-progress includes '' Nil (March 31, 2016 - '' 35.29 crore and April 01, 2015 - '' 16.31 crore) on account of Exchange Difference arising on conversion of Long Term Foreign Currency Monetary Items relating to acquisition of depreciable assets. Capital work-in-progress also includes net borrowing cost capitalized amounting to '' Nil (March 31, 2016 - '' Nil and April 01, 2015 - '' 76.06 crore).

Notes :

1. The Company has availed the deemed cost exemption in relation to the Investment Property on the date of transition and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer note below for the gross block value and the accumulated depreciation on April 01, 2015 under the previous GAAP.

3. The Company’s investment properties consist of 10 properties in India. The management has determined that the investment property consists of two class of assets - Land and building - based on the nature, characteristics and risks of each property.

4. The Company has no restriction on the reliability of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

5. The fair valuation is based on current prices in the active market for similar properties. The main input used are quantum, area, location, demand, age of building and trend of fair market rent in the location of the property.

The fair value is based on valuation performed by an accredited independent valuer. Fair valuation is based on replacement cost method. The fair value measurement is categorized in level 2 fair value hierarchy.

6. Reconciliation of Fair Value

Note

The Company has availed the deemed cost exemption in relation to Intangible Assets on the date of transition and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer note below for the gross block value and the accumulated depreciation on April 01, 2015 under the previous GAAP.

a. During the Financial Year 2015-16, the Company had invested '' 152 crore in its 100% subsidiary, GIL Vikhroli Real Estate Limited (GVREL). GVREL was admitted as a 40% stake partner in Godrej Vikhroli Properties LLP (GVPLLP), in respect of which it invested an amount of '' 147.45 crore. The Company retired from GVPLLP and received from GVPLLP a sum of '' 147.45 crore for its 40% stake in GVPLLP The Board of Directors of GVREL and Godrej Properties Limited (GPL) approved the Scheme of Amalgamation of GVREL with GPL under the provisions of Sections 391 to 394 of the Companies Act, 1956. The Honourable High court of Judicature at Bombay, vide order dated February 26, 2016, sanctioned a Scheme of Amalgamation of GVREL with GPL. The appointed date for the Amalgamation was August 01, 2015 and the effective date was March 15, 2016. Upon the scheme becoming effective, 16,745,762 equity shares of face value '' 5 each of GPL were allotted to the Company.

b. The Investment value includes share application money of '' 1.99 crore as at March 31, 2017 for which allotment of shares is pending.

a. The said shares have been refused for registration by the investee company.

b. Uncalled Liability on partly paid shares

- Tahir Properties Ltd. - Equity - '' 80 per share (Previous year - '' 80 per share).

c. In the year ended March 31, 2015, the outstanding principal amount of Optionally Convertible Notes (OCN) amounting to '' 3.98 crore along with accrued interest thereon amounting to '' 6.64 crore have been converted into Class B Preferred Shares. The entire investment in Verseon Corporation is measured at fair value.

In the year ended March 31, 2016, the Company’s holding of 2,631,578 Class A Preferred Shares and 715,668 Class B Preferred Shares were converted into 6,694,492 New Common Shares in Verseon Corporation. The Company invested in warrants in respect of 85,587 Class B Preferred shares which were converted into 171,174 New Common Shares in Verseon Corporation.

Verseon Corporation was listed on Alternate Investment Market on London Stock Exchange. The entire Investment in Common Shares was sold during the year ended March 31, 2016.

d. View Group LP has been dissolved on December 14, 2012, however, the Company has still not received an approval from RBI for writing-off the investment.

1. The Company had advanced an amount of '' 10.33 crore to certain individuals who also pledged certain equity shares as security against the said advance. The Company has enforced its security and lodged the shares for transfer in its name. The said transfer application was rejected and Company has preferred an appeal to the Company Law Board (CLB). The CLB rejected the application and advised the parties to approach the High Court. The Company had filed an appeal before the Honorable High Court against the order of the Company Law Board under Section 10 F of the Companies Act, which was disposed off with the direction to keep the transfer of shares in abeyance till the arbitration proceedings between the parties are on. The Honorable Bombay High Court passed an interim order dated September 18, 2012, restraining the Company from interalia, dealing, selling or creating third party rights, etc. in the pledged shares and referred the matter to arbitration. The Company had filed a Special Leave Petition (SLP) before the Supreme Court against this interim order of the Honorable Bombay High Court which the Supreme Court has dismissed and the matter is presently before the Arbitrator.

The Management is confident of recovery of this amount as underlying value of the said shares is substantially greater than the amount of loan and interest thereon. However, on a conservative basis, the Company has provided for the entire amount of '' 10.33 crore in the books of account.

2. Details of Loans under Section 186 (4) of Companies Act, 2013.

Notes

1. Interest on loan referred to in sub note (1) under Note 5 - Non-Current Loans, amounting to '' 3.15 crore was accrued up to March 31, 2000 and has been fully provided for, no interest is being accrued thereafter.

2. Fixed Deposit as at April 01, 2015 of '' 0.10 crore was held by bank as security against guarantees issued.

1. The Optionally Convertible Promissory Notes (15%) of Boston Analytics Inc. in respect of which the Company did not exercise the conversion option and Boston Analytics Inc. promissory notes (20%) where there was a partial conversion option which the Company did not exercise, were due for redemption on June 30, 2009 and August 21, 2009, respectively. The said promissory notes have not been redeemed as of the Balance Sheet date and have been fully provided for.

2. 12% promissory notes were repayable on or before December 31, 2011, along with interest on maturity. The said promissory notes have not been redeemed as of the Balance Sheet date and have been fully provided for.

In the FY 2014-15, the Honorable Bombay High Court and High Court of Madhya Pradesh, Indore Bench, approved a Scheme of Amalgamation (“Scheme”) of Wadalba Commodities Limited (WCL) with the Company effective from April 1, 2014, being the appointed date. The Effective Date was November 21, 2014, being the date of filing the approval of the Respective High Courts with the ROC. Accordingly, the Company had issued 200,243 equity shares of the Company in lieu of the equity shares in WCL and 10 equity shares of the Company in lieu of the preference shares in WCL held by the shareholders of the erstwhile WCL and also issued 67,504 bonus equity shares of the Company to the non-promoter shareholders of the Company.

In current year, the Company has issued 38 (previous year 85) bonus equity shares of the Company to the non-promoter shareholders on exercise of ESGS options.

Refer Statement of Changes in Equity for detailed movement in Equity balance

B. Nature and purpose of reserve

1. Capital Redemption Reserve : The Company recognized Capital Redemption Reserve on buyback of equity shares from its retained earnings.

2. Securities Premium Account : The amount received in excess of face value of the equity shares is recognized in Securities Premium Reserve. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium reserve.

3. Capital Reserve : During amalgamation, the excess of net assets taken, over the cost of consideration paid is treated as capital reserve.

4. Foreign Currency Translation Reserve : Exchange differences arising on reporting of long term foreign currency monetary items at rates different from those at which they were initially recorded during FY 2015-16.

5. Employee Stock Grants Outstanding : The fair value of the equity-settled share based payment transactions with employees is recognized in Statement of Profit and Loss with corresponding credit to Employee Stock Options Outstanding Account.

6. General Reserve : The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

7. Retained Earnings : Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

C. Other Comprehensive Income accumulated in Other Equity, net of tax

Notes

1. Detail of Guarantee given covered under Section 186 (4) of the Companies Act, 2013 :

The Corporate surety bond of '' 26.88 crore ('' 24.88 crore as on March 31, 2016 and '' 19.86 crore as on April 01, 2015) is in respect of refund received from excise authority for exempted units (North East) of Godrej Consumer Products Limited, an associate company.

2. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results.

3. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on receipt of judgments/decisions pending with various forums/authorities.

The applicable statutory tax rate for the years ended March 31, 2017 and March 31, 2016 is 34.61%. The Company pays income taxes under MAT. The Company has not recognized Deferred tax assets on unused tax losses, unused tax credits and deductible temporary differences as there is no reasonable certainty of availing the same in future years against normal taxes.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Significant Management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Details of unused tax losses and unused tax credit is given in note 5 & 6 below

As the Company does not have any intention to dispose investments in unlisted subsidiaries and associates in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognized. During the year, the Company has not accounted for tax credits in respect of Minimum Alternative Tax (MAT credit) of '' Nil (previous year '' 6.01 crore). The Company is not reasonably certain of availing the said MAT credit in future years against the normal tax expected to be paid in those years and accordingly has not recognized a deferred tax asset for the same.

Note 14 : Leases

1. Operating Leases Granted by the Company

The Company has entered into Leave and Licence agreements in respect of its commercial and residential premises. The non-cancelable portion of the leases range between 3 months to 60 months and are renewable by mutual consent on mutually acceptable terms. Leave and Licence arrangements are similar in substance to operating leases. The Company has also granted lease for freehold land. The aggregate future minimum lease receipts are as under :

2. Lease taken by the Company

The Company’s significant leasing arrangements are in respect of operating lease for land, office premises, residential premises, machinery and storage tanks. The aggregate lease rentals paid by the Company are charged to the Statement of Profit and Loss.

Note 15 : Employee Benefits

1. Defined Contribution Plan Provident Fund :

The contributions to the Provident Fund and Family Pension Fund of certain employees are made to a Government administered Provident Fund and there are no further obligations beyond making such contribution.

2. Defined benefit Plan Gratuity :

The Company participates in the Employees’ Group Gratuity-cum-Life Assurance Scheme of ICICI Prudential Life Insurance Co. Ltd., HDFC Standard Life Insurance Co. Ltd. and SBI Life Insurance Co. Ltd., a funded defined benefit plan for qualifying employees. Gratuity is payable to all eligible employees on death or on separation / termination in terms of the provisions of the Payment of Gratuity (Amendment) Act, 1997, or as per the Company’s scheme whichever is more beneficial to the employees.

The liability for the Defined Benefit Plan is provided on the basis of a valuation, using the Projected Unit Credit Method, as at the Balance Sheet date, carried out by an independent actuary.

Provident Fund :

The Company manages the Provident Fund plan through a Provident Fund Trust for a majority of its employees which is permitted under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952. The plan envisages contribution by the employer and employees and guarantees interest at the rate notified by the Provident Fund authority. The contribution by employer and employee, together with interest, are payable at the time of separation from service or retirement, whichever is earlier.

Pension :

The Company has Pension plan for eligible employees. The liability for the Defined Benefit Plan is provided on the basis of a valuation, using the Projected Unit Credit Method, as at the Balance Sheet date, carried out by an independent actuary.

3. Basis Used to Determine Expected Rate of Return on Assets :

The expected return on plan assets of 7.39% p.a. has been considered based on the current investment pattern in Government securities.

4. Amounts Recognized as Expense :

i) Defined Contribution Plan

Employer’s Contribution to Provident Fund amounting to Rs, 2.55 crore (previous year Rs, 2.55 crore) has been included in Note 32 Employee Benefits Expenses.

ii) Defined Benefit Plan

Gratuity cost amounting to Rs, 1.60 crore (previous year Rs, 1.83 crore) has been included in Note 32 Employee Benefits Expenses.

Employer’s Contribution to Provident Fund amounting to Rs, 2.04 crore (previous year Rs, 2.85 crore) has been included in Note 32 Employee Benefits Expenses.

Pension cost amounting to Rs, 0.14 crore (previous year Rs, 0.28 crore) has been included in Note 32 Employee Benefits Expenses.

1. Employee Stock Option Plans

In December 2005, the Company had instituted an Employee Stock Option Plan I (GIL ESOP I) as approved by the Board of Directors and the Shareholders, for the allotment of 15,00,000 options, increased to 90,00,000 options on split of shares convertible into 90,00,000 equity shares of Rs, 1 each to eligible employees of participating companies. The maximum number of options that may be granted per employee per year shall not exceed 600,000 options.

In July 2009, the Company had instituted an Employee Stock Option Plan II (GIL ESOP II) as approved by the Board of Directors and the Shareholders, for the allotment of 90,00,000 options convertible into 90,00,000 shares of Re.1 each to eligible employees of participating companies. The maximum number of options that may be granted per employee per year shall not exceed 10,00,000 options.

The Plans are administered by an independent ESOP Trust created with IL&FS Trust Co. Ltd. which purchased from the market shares equivalent to the number of options granted by the Compensation Committee. Pursuant to SEBI notification dated January 17, 2013, no further securities of the Company will be purchased from the open market. The particulars of the plans and movements during the year are as under :

(*) The Wt. average exercise price stated above is the price of the equity shares on the grant date increased by the interest cost to the ESOP Trust at the prevailing rates up to March 31, 2012.

The total excess shares at the yearend are 66,250 (Previous year 5,66,298).

The weighted average balance life of ESOP I options outstanding as on March 31, 2017 is 0.14 years.

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

2. Employee Stock Grant Scheme

a) The Company had set up the Employees Stock Grant Scheme 2011 (ESGS) pursuant to the approval by the Shareholders at their Meeting held on January 17, 2011.

b) The ESGS Scheme is effective from April 01, 2011, (the “Effective Date”) and shall continue to be in force until

(i) its termination by the Board or (ii) the date on which all of the shares to be vested under Employee Stock Grant Scheme 2011 have been vested in the Eligible Employees and all restrictions on such Stock Grants awarded under the terms of ESGS Scheme, if any, have lapsed, whichever is earlier.

c) The Scheme applies to the Eligible Employees who are in whole time employment of the Company or its Subsidiary Companies. The entitlement of each employee would be decided by the Compensation Committee of the respective Company based on the employee’s performance, level, grade, etc.

d) The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty Five Lac) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lac) fully paid up equity shares or 1% of the issued equity share capital at the time of awarding the Stock Grant, whichever is lower, can be awarded to any one employee in any one year.

e) The Stock Grants shall vest in the Eligible Employees pursuant to the ESGS Scheme in the proportion of 1/3rd at the end of each year from the date on which the Stock Grants are awarded for a period of three consecutive years, or as may be determined by Compensation Committee, subject to the condition that the Eligible Employee continues to be in employment of the Company or the Subsidiary company as the case may be.

f) The Eligible Employee shall exercise her / his right to acquire the shares vested in her / him all at one time within 1 month from the date on which the shares vested in her / him or such other period as may be determined by the Compensation Committee.

g) The Exercise Price of the shares has been fixed at Rs, 1 per share. The fair value of the employee share options has been measured using the Black-Scholes Option Pricing Model and charged to the Statement of Profit and Loss. The value of the options is treated as a part of employee compensation in the financial statements and is amortized over the vesting period.

Note 16 : Related Party Information

1. Names of related parties and description of relationship Parties where control exists

Godrej & Boyce Mfg. Co. Ltd., (Holding Co. up to March 29, 2017)

Vora Soaps Ltd. (Holding Co. w.e.f. March 30, 2017)

Subsidiary companies

Godrej Agrovet Ltd.

Godvet Agrochem Ltd.

Godrej Seeds & Genetics Ltd. (up to March 18, 2017)

Astec Life Sciences Ltd.

Behram Chemicals P. Ltd.

Astec Europe Sprl

Comercializadora Agricola Agroastrachem Cia Ltda Creamline Dairy Products Ltd.

Nagavalli Milkline P. Ltd.

Godrej Properties Ltd.

City Star Infraprojects Ltd. (w.e.f. January 12, 2017)

Godrej Real Estate P. Ltd.

Godrej Buildcon P. Ltd.

Godrej Projects Development P. Ltd.

Godrej Garden City Properties P. Ltd.

Godrej Green Homes Ltd.

Godrej Home Developers P. Ltd.

Godrej Hill Side Properties P. Ltd.

Godrej Fund Management Pte. Ltd.

Godrej Greenview Housing Private Limited (up to June 29, 2016)

Wonder Projects Development P. Ltd. (up to Septemer 18,2016)

Godrej Real View Developers P. Ltd. (w.e.f. September 1, 2016 and up to March 28, 2017)

Pearlite Real Properties P. Ltd. (w.e.f. September 2, 2016 and up to March 29, 2017)

Godrej Prakriti Facilities P. Ltd.

Godrej Genesis Facilities Management P. Ltd.

Godrej Investment Advisers P. Ltd.

Godrej Highrises Properties P. Ltd.

Godrej Residency P. Ltd. (w.e.f. March 16, 2017)

Godrej Skyline Developers P. Ltd. (w.e.f. November 22, 2016)

Godrej Vikhroli Properties India Ltd. (w.e.f. January 25, 2017) formerly known as Godrej Vikhroli Properties LLP (up to January 24, 2017)

Note 17 : Related Party Information (Contd.)

Prakritiplaza Facilities Management P. Ltd. (w.e.f. July 28, 2016)

Godrej Highrises Realty LLP Godrej Land Developers LLP Godrej Developers & Properties LLP Godrej Project Developers & Properties LLP Godrej Highview LLP (w.e.f. September 29, 2016)

Godrej Skyview LLP (w.e.f. October 19, 2016)

Godrej Green Properties LLP (w.e.f. October 27, 2016)

Godrej Projects (Pune) LLP (w.e.f. February 5, 2017)

Godrej Projects (Soma) LLP (w.e.f. March 6, 2017)

Godrej Projects (Bluejay) LLP (w.e.f. March 2, 2017)

Godrej Century LLP (w.e.f. March 14, 2017)

Natures Basket Ltd.

Godrej One Premises Management P. Ltd.

Ensemble Holdings & Finance Ltd.

Godrej International Ltd. (incorporated in the Isle of Man)

Godrej International Trading & Investments Pte Ltd. (Incorporated in Singapore)

Godrej International Ltd. (Labuan, Malaysia)

Fellow Subsidiaries (Upto March 29, 2017)

Godrej (Malaysia) Sdn Bhd (Incorporated in Malaysia)

Godrej (Singapore) Pte Ltd. (Incorporated in Singapore)

JT Dragon Pte. Ltd. (Incorporated in Singapore)

Godrej (Vietnam) Co. Ltd. (Incorporated in Vietnam)

Godrej Infotech Ltd.

Godrej Infotech Americas Inc. (a wholly-owned subsidiary incorporated in North Carolina, USA) Godrej Infotech (Singapore) Pte. Ltd. (a wholly-owned subsidiary incorporated in Singapore) LVD Godrej Infotech NV (incorporated in Belgium)

Veromatic International BV (Incorporated in Netherlands)

Mercury Mfg. Co. Ltd.

Busbar Systems (India) Ltd. (a Wholly-owned subsidiary)

Godrej Americas Inc. (a Wholly-owned subsidiary incorporated in the USA)

MiracleTouch Developers P. Ltd. (a Wholly-owned subsidiary)

India Circus Retail P. Ltd.

Godrej South Africa Pty Ltd.

Laboratoria Cuenca S.A.

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

Godrej Consumer Products Ltd. (also a fellow subsidiary)

Godrej Global Mideast FZE, Sharjah PT Megasari Makmur, Indonesia Bhabhani Blunt Hairdressing P. Ltd.

Companies under common control (w.e.f. March 30, 2017)

Godrej & Boyce Mfg. Co. Ltd.

Godrej (Malaysia) Sdn Bhd (Incorporated in Malaysia)

Godrej (Singapore) Pte Ltd. (Incorporated in Singapore)

JT Dragon Pte. Ltd. (Incorporated in Singapore)

Godrej (Vietnam) Co. Ltd. (Incorporated in Vietnam)

Godrej Infotech Ltd.

Godrej Infotech Americas Inc. (a wholly-owned subsidiary incorporated in North Carolina, USA) Godrej Infotech (Singapore) Pte. Ltd. (a wholly-owned subsidiary incorporated in Singapore) LVD Godrej Infotech NV (incorporated in Belgium)

Veromatic International BV (Incorporated in Netherlands)

Mercury Mfg. Co. Ltd.

Busbar Systems (India) Ltd. (a Wholly-owned subsidiary)

Godrej Americas Inc. (a wholly-owned subsidiary incorporated in the USA)

MiracleTouch Developers P. Ltd. (a wholly-owned subsidiary)

India Circus Retail P. Ltd.

Godrej South Africa Pty Ltd.

Laboratoria Cuenca S.A.

Key Management Personnel Executive Directors

Mr. A. B. Godrej - Chairman

Mr. N. B. Godrej - Managing Director

Ms. T. A. Dubash - Executive Director & Chief Brand Officer

Mr. N. S. Nabar - Executive Director & President (Chemicals)

Mr. P. Ganesh - Chief Financial Officer & Company Secretary (up to April 30, 2016)

Mr. C. G. Pinto - Chief Financial Officer (w.e.f. April 30, 2016)

Ms. Nilufer Shekhawat - Company Secretary (w.e.f. May 25, 2016)

Independent Non-Executive Directors

Mr. J.N. Godrej Mr. V.M. Crishna Mr. K.K. Dastur Mr. K.M. Elavia Mr. K.N. Petigara Mr. S.A. Ahmadullah Mr. A.B. Choudhury

Mr. A.D. Cooper (w.e.f. October 28, 2015)

Mr. N.D. Forbes (up to August 11, 2015)

Relatives of Key Management Personnel

Late 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

Mr. B. N. Godrej - Son of Mr. N. B. Godrej

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

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

Mr. A. D. Dubash - Husband of Ms. Tanya Dubash

Ms. N. N. Nabar - Wife of Mr. N. S. Nabar

Enterprises over which key management personnel exercise significant influence

Anamudi Real Estates LLP Godrej Investments P. Ltd.

Vora Soaps Ltd. (Upto March 29, 2017)

Godrej Tyson Foods Ltd.

Enterprises over which relative of key management personnel exercise significant influence

Shata Trading & Finance P. Ltd.

Shilawati Trading & Finance P. Ltd.

Post Employment Benefit Trust where the company exercises significant influence

Godrej Industries Employees Provident Fund Godrej Industries Ltd. Group Gratuity Trust Godrej Industries Ltd. Employee Stock Option Trust

* The fair value in respect of the unquoted equity investments cannot be reliably estimated. The Company has currently measured them at net book value as per the latest audited financial statements available.

The Fair value of cash and cash equivalents, other bank balances, trade receivables, trade payables approximated their carrying value largely due to short term maturities of these instruments.

Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual creditworthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

Note 18 : Fair Value Measurement (Contd.)

2. Measurement of fair values

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly

Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.

Type Valuation technique

Preference shares The preference shares were converted into equity and listed in the near future and accordingly we have used the listing price as fair value on the date of reporting.

Fixed rates long term borrowings The valuation model considers present value of expected payments discounted using an appropriate discounting rate.

Forward contracts The fair value is determined using forward exchange rates at the reporting date.

Interest rate swaps Present value of the estimated future cash flows based on observable yield curves.

Note 43 : Financial Risk Management

1. Financial Risk Management objectives and policies

The Company’s business activities are exposed to a variety of financial risks, namely Credit risk, Liquidity risk, Currency risk, Interest risks and Commodity price risk. The Company’s Senior Management has the overall responsibility for establishing and governing the Company’s risk management framework. The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly to the Board of Directors on its activities.

The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The audit committee oversees how Management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

2. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and loans and advances.

The carrying amount of following financial assets represents the maximum credit exposure:

Trade receivables and loans and advances.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer and the geography in which it operates. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

The Company has a policy under which each new customer is analyzed individually for creditworthiness before offering credit period and delivery terms and conditions. The Company’s export sales are backed by letters of credit and insured through Export Credit Guarantee Corporation. The Company bifurcates the Domestic Customers into Large Corporate, Distributors and others for Credit monitoring.

The Company maintains adequate security deposits for sales made to its distributors. For other trade receivables, the Company individually monitors the sanctioned credit limits as against the outstanding balances. Accordingly, the Company makes specific provisions against such trade receivables wherever required and monitors the same at periodic intervals.

The Company monitors each loans and advances given and makes any specific provision wherever required.

Based on prior experience and an assessment of the current economic environment, Management believes there is no credit risk provision required. Also Company does not have any significant concentration of credit risk.

Note 19: Financial Risk Management (Contd.)

3. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Management monitors rolling forecasts of the Company’s liquidity position on the basis of expected cash flows. This monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents.

The Company has access to funds from debt markets through loan from banks, commercial papers, fixed deposits from public and other Debt instrument. The Company invests its surplus funds in bank fixed deposits and debt based mutual funds.

Maturity profile of financial liabilities

The following are the remaining contractual maturities of financial liabilities as at the Balance Sheet dates:

Note 43 : Financial Risk Management (Contd.)

4. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company’s exposure to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of our investments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

i. Currency risk

The Company is exposed to currency risk on account of its borrowings, Receivables for Exports and Payables for Imports in foreign currency. The functional currency of the Company is Indian Rupee. The Company manages currency exposures within prescribed limits, through use of forward exchange contracts. Foreign exchange transactions are covered with strict limits placed on the amount of uncovered exposure, if any, at any point in time.

Uncovered Foreign Exchange Exposure on Long Term Borrowings as at balance sheet dates includes External Commercial Borrowings (ECB) and Foreign Currency Term Loan (FCTL) taken for Capital Expenditure except for Rs, 51.74 crore as on March 31, 2016. Impact of fluctuation in Foreign Currency Rates on these borrowings relating to Capital Expenditure will be capitalized to Fixed Assets and would not impact the Statement of Profit and Loss.

The following significant exchange rates have been applied as at the Balance Sheet dates:

Sensitivity analysis

A reasonably possible strengthening / (weakening) of the Indian Rupee against the foreign currencies at March 31 would have affected the measurement of financial instruments denominated in foreign currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

ii. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

The Management is responsible for the monitoring of the Company’s interest rate position. Various variables are considered by the Management in structuring the Company’s borrowings to achieve a reasonable, competitive, cost of funding.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 100 basis points in interest rate would have resulted in variation in the interest expense for the Company by the amounts indicated in the table below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The year end balances are not necessarily representative of the average debt outstanding during the period.

For the purpose of the Company’s capital management, capital includes issued capital and other equity reserves. The primary objective of the Company’s Capital Management is to maximize shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using Adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances.

1. Transition to Ind AS

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from April 01, 2016, with a transition date of April 01, 2015. These financial statements for the year ended March 31, 2017 are the first financial statements the Company has prepared under Ind AS. For all periods upto and including the year ended March 31, 2016 , the Company prepared its financial statements in accordance with the accounting standards notified under the Section 133 of the Companies Act 2013, read together with the relevant Rules there under (‘Previous GAAP’).

The adoption of Ind AS has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements be applied retrospectively and consistently for all financial years presented. Accordingly, the Company has prepared financial statements which comply with Ind AS for year ended March 31, 2017, together with the comparative information as at and for the year ended March 31, 2016 and the opening Ind AS Balance Sheet as at April 01, 2015, the date of transition to Ind AS.

In preparing these Ind AS financial statements, the Company has availed certain exemptions and exceptions in accordance with Ind AS 101, as explained below. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and Previous GAAP and have been recognized directly in equity (retained earnings or another appropriate category of equity). This note explains the adjustments made by the Company in restating its financial statements prepared under previous GAAP, including the Balance Sheet as at April 01, 2015 and the financial statements as at and for the year ended March 31, 2016.

2. Optional Exemptions Availed

(i) Deemed cost

The Company has elected to continue with the carrying value for all of its property, plant and equipment, intangible assets and investment property as recognized in the financial statements as the deemed cost at the date of transition to Ind AS, measured as per the previous GAAP.

(ii) Share based payments

The Company has elected not to apply Ind AS 102 Share-based payment to equity instruments that vested before the date of transition to Ind AS. Accordingly, the Company has measured only the unvested stock options on the date of transition as per Ind AS 102.

(iii) Deemed cost for investments in Subsidiaries, Jointly Controlled Entities and Associates

The Company has elected to continue with the carrying value of its investments in subsidiaries, joint ventures and associates as recognized in the financial statements as at the date of transition to Ind AS. Accordingly, the Company has measured all its investments in subsidiaries, joint ventures and associates at their previous GAAP carrying value.

(iv) Long Term Foreign Currency Monetary Items

The Company has elected to continue accounting for exchange differences arising from translation of long-term foreign currency monetary items recognized in the financial statements for the period ending immediately before the beginning of the first Ind As financial reporting period as per the previous GAAP.

(v) Business Combination

Ind AS 101 provided the option to apply Ind AS 103 prospectively from the transition date or specific date prior to the transition date. The Company has elected to apply Ind AS 103 prospectively to business combination occurring after its transition date. Business combination prior to the transition date have not been restated.

3. Mandatory Exceptions from retrospective application

The Company has applied the following exceptions to the retrospective application of Ind AS as mandatorily required under Ind AS 101:

(i) Estimates

On assessment of the estimates made under the Previous GAAP financial statements, the Company has concluded that there is no necessity to revise the estimates under Ind AS, as there is no objective evidence of an error in those estimates. However, estimates that were required under Ind AS but not required under Previous GAAP are made by the Company for the relevant reporting dates reflecting conditions existing as at that date.

(ii) De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity’s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the time of initially accounting for those transactions.

(iii) Classification and measurement of financial assets

The Company has classified and measured the financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

6. There were no material differences between the Statement of Cash Flows presented under Ind AS and the Previous

GAAP.

7. Notes to the Reconciliations:

1. Fair valuation of investments: Under Indian GAAP, the Company accounted for long term investments at cost less provision for other than temporary diminution in the value of investments. Under Ind AS, the Company has designated such investments as FVTPL , which are measured at fair value. At the date of transition to Ind AS, difference between the instruments’ fair value and Indian GAAP carrying amount has been recognized in the statement of profit and loss.

2. Deferral of Revenue: Revenue from sale of goods has been recognized only when the risk and rewards in the goods passes to the buyer, hence, cost corresponding to the revenue has been deferred.

3. Loans and borrowings : Under Indian GAAP, transaction costs incurred in connection with loans and borrowings are recognized upfront and charged to Statement of Profit or Loss for the period. Under Ind-AS, transaction costs are included in the initial recognition of financial liability and charged to Statement of Profit or Loss using the effective interest method.

4. Proposed dividend : Under Indian GAAP, proposed dividends are recognized as a liability in the period to which they relate, irrespective of when they are declared. Under Ind-AS, a proposed dividend is recognized as a liability in the period in which it is declared by the company (usually when approved by shareholders in a general meeting) or paid.

5. Deferred tax asset/liability: Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind-AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of the balance sheet approach has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP.

6. Share based payments : Under Indian GAAP, the Group recognized only the intrinsic value for the long-term incentive plan as an expense. Ind-AS requires the fair value of the share options to be determined using an appropriate pricing model recognized over the vesting period. An additional expense has been recognized in Statement of Profit or Loss for the year ended March 31, 2016.

7. Discounting of trade payables: The trade payables for which the payments contractually have extended credit have been fair valued as per the requirements of Ind AS 109.

8. Derivative contracts: Under Indian GAAP, the premium and discount on forward contracts were amortized over the contract period. For other derivative contracts only mark to market losses were recognized based on prudence. However, under Ind AS all derivatives are measured at fair value at each reporting period and changes therein are recognized in Statement of Profit and Loss.

9. Employee benefit: Both under Indian GAAP and Ind AS the Company recognized costs related to postemployment defined benefit plan on an actuarial basis. Under Indian GAAP, actuarial gains and losses are charged to Statement of Profit or Loss, however in Ind AS the actuarial gains and losses are recognized through other comprehensive income.

(*) Proposed Dividend is subject to Shareholders’ approval in the ensuing Annual General Meeting and has not been recognized as a liability as at Balance Sheet date.

As on March 31, 2017, the tax liability with respect to the dividends proposed is Rs, 11.98 crore (March 31, 2016 : Rs, Nil).

Note 20

Managerial Remuneration paid for the year exceeded the permissible limit as prescribed under Schedule V of the Companies Act 2013 by Rs, 4.54 crore. The Company is in the process of obtaining approval from Central Government of India for such excess remuneration paid. Pending such approvals, the amount is held in trust for the Company.

Note 21

The Company has presented segment information in the consolidated financial statements which are presented in the same financial report. Accordingly, in terms of Ind AS 108 ‘Operating Segments’, no disclosures related to segments are presented in this standalone financial statements.

Note 22

Corporate Social Responsibility contribution required to be made as per provisions of Section 135 of the Companies Act, 2013 is Rs, NIL for the current year and previous year.

Note 23 : Subsequent Events

There are no significant subsequent events that would require adjustments or disclosures in the financial statements as on the balance sheet date.

Note 24

The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts, if any, has been made in the books of accounts.

Note 54

Figures for the previous years have been regrouped / restated wherever necessary to conform to current year’s presentation.


Mar 31, 2017

i) Exemptions from retrospective application:

- Business combination exemption: The Company has applied the exemption as provided in Ind AS 101 on no application of Ind AS 103, “Business Combinations” to business combinations consummated prior to the date of transition (April 1, 2015). Pursuant to this exemption, goodwill arising from business combination has been stated at the carrying amount under Previous GAAP.

- Share-based payment exemption: The Company has elected to apply the share based payment exemption available under Ind AS 101 on application of Ind AS 102, “Share Based Payment”, to grants which remain unvested on April 1, 2015.

- Property, Plant and Equipment; and intangibles exemption: The Company has elected to apply the exemption available under Ind AS 101 to continue the carrying value for all of its property, plant and equipment and intangibles as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition (April 1, 2015).

ii) Reconciliations: The following reconciliations provide a quantification of the effect of significant differences arising from the transition from Previous GAAP to Ind AS in accordance with Ind AS 101:

- equity as at April 1, 2015;

- equity as at March 31, 2016; and

- total comprehensive income for the year ended March 31, 2016.

(a) Balances with Banks in current accounts include INR 0.05 Crore (Previous Year 2016: INR 0.05 Crore, Previous Year 2015: INR 0.04 crore) is on account of earmarked balance for unclaimed dividend.

(b) Include

(i) INR 3.15 Crore (Previous Year 2016: INR 3.14 Crore; Previous Year 2015: INR 3.80 Crore) received from flat buyers and held in trust on their behalf in a corpus fund

(ii) Deposits held as Deposit Repayment Reserve amounting to INR 1.15 Crore (Previous Year 2016: INR 31 Crore; Previous Year 2015: INR22 Crore)

(iii) Fixed deposits held as margin money and lien marked for issuing bank guarantee amounting to INR 4.03 Crore (PreviousYear2016: INR0.15Crore; PreviousYear2015: INR0.13Crore)

f) Rights, preferences and restrictions attached to Equity shares

The Company has only one class of equity share having a par value of INR 5/- 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.

(i) Capital Reserve

Capital Reserve is created on Sale of Treasury Shares.

(ii) Capital Reserve on account of Amalgamation Capital Reserve is created on account of Amalgamation.

(iii) Securities Premium

The Securities Premium account has been created mainly on account of premium on issue of Equity shares.

(iv) Employee Stock Grant Scheme Reserve

The Company has employee stock grant scheme under which options to subscribe to the Company''s shares have been granted to certain employees of the Company. The share based payment reserve is used to recognise the value of equity settled share based payments provided to employees, including key management personnel, as part of their remuneration.

(v) Treasury Shares

The reserve for treasury shares of the Company includes the shares held by the ESOP trust considered as a branch of the Company. As at March 31, 2017 the Trust held Nil number of shares of the Company and 987,510 shares as at March 31,2016.

(a) Loans Repayable on Demand on account of Cash Credit availed from Bank and is secured by hypothecation of the Current Assets of the Company, mortgage of Immovable property of the Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli East, Mumbai and hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited (both wholly owned subsidiaries) is provided as collateral security. It carries interest at 1 Year Marginal Cost of Fund Based Lending Rate (MCLR) 0.35% p.a. Present effective rate 9.55 % p.a.

(b) Term Loan from Bank includes :

(i) Secured Working Capital Demand Loan of INR 400 Crore availed from Bank secured by hypothecation of Current Assets of the Company, mortgage of Immovable property of the Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli East, Mumbai and hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited (both wholly owned subsidiaries) is provided as collateral security and carries interest rate at 8.00% p.a.(Fixed) repayable on April 26, 2017.

(ii) Secured Working Capital Demand Loan of INR 100 Crore availed from Bank secured by Mortgage of Immovable property of the Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli East, Mumbai and hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited (both wholly owned subsidiaries) is provided as collateral security and carries interest rate at 8.00% p.a.(Fixed) repayable on April 15, 2017.

(iii) Secured Working Capital Demand Loan of INR 100 Crore availed from Bank secured by Mortgage of Immovable property of the Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli East, Mumbai and hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited (both wholly owned subsidiaries) is provided as collateral security and carries interest rate at 8.00% p.a.(Fixed) repayable on April 19, 2017.

(iv) Secured Working Capital Demand Loan of INR 100 Crore availed from Bank secured by Mortgage of Immovable property of the Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli East, Mumbai and hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited (both wholly owned subsidiaries) is provided as collateral security and carries interest rate at 8.00% p.a.(Fixed) repayable on April 9, 2017.

(v) Secured Working Capital Demand Loan of INR 100 Crore availed from Bank secured by Mortgage of Immovable property of the Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli East, Mumbai and hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited (both wholly owned subsidiaries) is provided as collateral security and carries interest rate at 8.00% p.a.(Fixed) repayable on April 13, 2017.

(c) Loans Repayable on Demand includes:

(i) Over Draft facility amounting to INR 248.12 Crore carries interest at 1 Month MCLR 20 basis point. Present effective rate is 8.10% p.a.

(ii) INR 6.17 Crore of Overdraft carries interest at Base Rate. Present effective rate is 9.50% p.a.

(iii) INR 0.26 Crore of Over Draft facility carries interest at 1 Month MCLR 100 basis point p.a. Present effective rate is 9.15% p.a.

(d) Other Unsecured loans includes:

(i) Short Term Loan amounting to INR 150 Crore carrying interest at 1 Month MCLR 10 basis point p.a. Present effective rate is 8.00% p.a. Out of the above INR 75 crore is repayable on September 20, 2017 and INR75 crore is repayable on September 25, 2017.

(ii) Short Term Loan amounting to INR 100 Crore carrying interest at 3 Month MCLR. Present effective rate is 8.75 % p.a. repayable on January 12, 2018.

(iii) Short Term Loan amounting to INR 250 Crore. Out of above INR 50 Crore carries interest at 6 Month MCLR 02 basis point p.a. Present effective rate is 7.97% p.a and INR 50 Crore, INR 75 Crore & INR 75 Crore carries interest at 3 Month MCLR. Present effective rate is 7.90% p.a., repayable on May 24, 2017, August 09, 2017, August 21, 2017 & August 25, 2017 respectively.

(iv) INR 100 Crore availed from Commercial Papers carries interest at 6.58% p.a., repayable on May 19, 2017.

(v) INR 75 Crore availed from Commercial Papers carries interest at 6.58% p.a., repayable on May 26, 2017.

(vi) INR 80 Crore availed from Commercial Papers carries interest at 6.80% p.a., repayable on June 20, 2017.

(vii) INR 80 Crore availed from Commercial Papers carries interest at 6.80% p.a., repayable on June 23, 2017.

(viii) INR 75 Crore availed from Commercial Papers carries interest at 6.80% p.a., repayable on May 4, 2017.

(ix) INR 75 Crore availed from Commercial Papers carries interest at 6.80% p.a., repayable on May 8, 2017.

(x) INR 40 Crore availed from Commercial Papers carries interest at 6.80% p.a., repayable on May 9, 2017.

(xi) INR 80 Crore availed from Commercial Papers carries interest at 6.50% p.a., repayable on June 29, 2017.

(xii) INR 35 Crore availed from Commercial Papers carries interest at 6.87% p.a., repayable on May 9, 2017.

(xiii) INR 60 Crore availed from Commercial Papers carries interest at 6.87% p.a., repayable on May 12, 2017.

(xiv) INR 70 Crore availed from Commercial Papers carries interest at 6.87.% p.a., repayable on May 15, 2017.

(xv) INR 70 Crore availed from Commercial Papers carries interest at 6.87.% p.a., repayable on May 17, 2017.

(xvi) INR 10 Crore availed from Commercial Papers carries interest at 6.87.% p.a., repayable on May 17, 2017.

(xvii) INR 75 Crore availed from Commercial Papers carries interest at 6.69.% p.a., repayable on May 31, 2017.

(xviii) INR 75 Crore availed from Commercial Papers carries interest at 6.51.% p.a., repayable on June 05, 2017.

(xix) INR 85 Crore availed from Commercial Papers carries interest at 6.51.% p.a., repayable on June 07, 2017.

(xx) INR 70 Crore availed from Commercial Papers carries interest at 6.55.% p.a., repayable on June 14, 2017.

(xxi) INR 70 Crore availed from Commercial Papers carries interest at 6.55.% p.a., repayable on June 16, 2017.

(xxii) INR 25 Crore availed from Commercial Papers carries interest at 6.50.% p.a., repayable on June 28, 2017.

(xxiii) Short Term Loan amounting to INR 125 Crore is availed at rate of Interest 8.30 % p.a.(Fixed) repayable on September 5, 2017.

(xxiv) Short Term Loan amounting to INR 125 Crore is availed at rate of Interest 8.30 % p.a.(Fixed) repayable on August 30, 2017.

b) Denned 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.

The estimates of future salary increases, considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

b) Measurement of Fair Value

The Company uses the Discounted Cash Flow valuation technique (in relation to Fair Value of asset measured at amortized cost) which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates. The fair value so determined are classified as Level 2.

c) Risk Management Framework

The Company''s Board of Directors have overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors have established the Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The committee reports regularly to the Board of Directors on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Audit Committee oversees how management monitors compliance with the company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

d) Financial Risk Management

The Company has exposure to the following risks arising from financial instruments:

(i) Credit Risk

(ii) Liquidity Risk

(iii) Market Risk.

(i) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers, investments in debt securities, loans given to related parties and project deposits.

The carrying amount of financial assets represents the maximum credit exposure.

Trade Receivables

Customer credit risk is managed by requiring customers to pay advances through progress billings before transfer of ownership, therefore substantially eliminating the Company''s credit risk in this respect.

The Company''s credit risk with regard to trade receivable has a high degree of risk diversification, due to the large number of projects of varying sizes and types with numerous different customer categories in a large number of geographical markets.

Based on prior experience and an assessment of the current economic environment, management believes there is no credit risk provision required. Also the Company does not have any significant concentration of credit risk.

The amounts reflected in the table above are not impaired as on the reporting date.

Investment in Debt Securities, Loans to Related Parties and Project Deposits

The Company has investments in compulsorily convertible debentures / optionally convertible debentures, loans to related parties and project deposits. The settlement of such instruments is linked to the completion of the respective underlying projects. Such Financial Assets are not impaired as on the reporting date.

Cash and Bank balances

Credit risk from Cash and Bank balances is managed by the Company''s treasury department in accordance with the company''s policy.

(ii) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Management monitors rolling forecasts of the Company''s liquidity position on the basis of expected cash flows. This monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents.

The company has access to funds from debt markets through bank loan, commercial papers, fixed deposits from public and other debt instruments. The Company invests its surplus funds in bank fixed deposit and debt based mutual funds.

b) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The management is responsible for the monitoring of the Company''s interest rate position. Various variables are considered by the management in structuring the Company''s borrowings to achieve a reasonable, competitive, cost of funding.

Fair value sensitivity analysis for fixed rate instruments

The Company does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Cash flow sensitivity analysis for variable rate instruments

A reasonably possible change of 100 basis points in interest rate would have resulted in variation in the interest expense for the Company by the amounts indicated in the table below. Given that the Company capitalizes interest to the cost of inventory to the extent permissible, the amounts indicated below may have an impact on reported profits over the life cycle of projects to which such interest is capitalized. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The year end balances are not necessarily representative of the average debt outstanding during the period.

The Company does not have any additional impact on equity other than the impact on retained earnings.

Note 38 Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages by a sound capital position.

The Company monitors capital using a ratio of ‘Net Debt'' to ‘Equity’. For this purpose, net debt is defined as total borrowings and put option liability less Cash & Bank Balances and Other Current Investments.

Note 39 Employee Stock Option Plan

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 885,400 options convertible into 885,400 Equity Shares of INR 5/- 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 exercise period of the GPL ESOP has expired on December 27, 2016 and consequently all the unexercised options were rendered lapsed. The GPL ESOP now stands terminated and the shares held by the Trust have been sold during the year.

b) The weighted average exercise price of the options outstanding as at March 31, 2017 is INR 5 (Previous year 2016: INR

5 per share, Previous Year 2015: INR 5 per share) and the weighted average remaining contractual life of the options outstanding as at March 31, 2017 is 0.89 years (Previous year 2016: 0.89 years; Previous Year 2015: 0.85 years).

c) The fair value of the employee share options has been measured using the Black-Scholes Option Pricing Model. The weighted average fair value of the options granted is INR 279.78 (Previous year 2016: INR 234.68). The following table lists the average inputs to the model used for the plan for the year ended March 31, 2017:

d) The expense arising from ESGS scheme during the year is INR 2.49 Crore ( Previous Year 2016: INR 2.98 Crore)

Note 42 Amalgamation

Amalgamation of Happy High-rises Limited (HHL) with Godrej Properties Limited (GPL):

Pursuant to the Scheme of Amalgamation (the Scheme) under Sections 391 to 394 of the Companies Act, 1956 read with section 230 to 240 of the Companies Act, 2013 sanctioned by the National Company Law Tribunal at Mumbai Bench on March 29, 2017 and filed with the Registrar of Companies (RoC) on April 24, 2017, Happy High-rises Limited (HHL), a 100% Subsidiary of Godrej Properties Limited (GPL), is amalgamated with GPL w.e.f. May 1, 2016, the Appointed Date.

As per the said Scheme;

(i) All the assets and liabilities as appearing in the books of HHL as on the Appointed Date have been recorded in the books of GPL at their respective book values and inter-company balances have been cancelled.

(ii) The amount of INR 31.87 crore arising out of the difference between the book value of the net assets of the Transferor Company taken over and cancellation of intercompany investments between the Transferor Company and the Transferee Company has been considered as capital reserve in the Separate financial statements of GPL.

(iii) GPL has incurred additional expenses such as charges, taxes including duties, levies and other expenses of INR 0.35 crore which have been charged to the Statement of Profit & Loss.

II) The Company enters into construction contracts for Civil, Elevator, External Development, MEP work etc. with its vendors. The total amount payable under such contracts will be based on actual measurements and negotiated rates, which are determinable as and when the work under the said contracts are completed.

III) The Company has entered into development agreements with owners of land for development of projects. Under the agreements the Company is required to pay certain payments/ deposits to the owners of the land and share in built up area/ revenue from such developments in exchange of undivided share in land as stipulated under the agreements.

Note 44 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 to Micro & Small Enterprises on account of principal amount together with interest.

The above amounts are net of applicable taxes.

Note 46 Foreign Exchange Difference

The amount of exchange difference included in the Statement of Profit and Loss, is INR 0.01 Crore (Net Loss) (Previous Year 2016: INR 0.01 Crore (Net Gain)).

Note 47 Corporate Social Responsibility

The Company has spent INR 1.29 Crore during the financial year( Previous Year: INR 2.18 Crore) as per the provisions of Section 135 of the Companies Act, 2013 towards Corporate Social Responsibility (CSR) activities grouped under ‘Other Expenses''.

a) Gross amount required to be spent by the company during the year INR 1.29 Crore.

The total amount spent by the amalgamating Company (Happy High-rises Limited) during the year amounted to INR 0.33 Crore (PreviousYear2016: Nil) out of which INR 0.22 Crore (Previous Year 2016: Nil) was yet to be paid in cash.

Note 48 Related Party Disclosures

1. List of Related Parties as required by Ind AS - 24, “Related Party Disclosures”, are given below:

i) Shareholders (Holding Company)

Godrej Industries Limited (GIL) holds 56.70% (Previous Year 2016: 56.73%) shares in the Company.

GIL is the subsidiary of Vora Soaps Limited, the Ultimate Holding Company w.e.f. March 30, 2017.( Godrej & Boyce Manufacturing Company Limited (G&B), was the Ultimate Holding Company up to March 29, 2017)

ii) Subsidiaries Companies:

1 Godrej Real Estate Private Limited (100%)

2 Godrej Build on Private Limited (100%)

3 Godrej Projects Development Private Limited (100%)

4 Godrej Garden City Properties Private Limited (100%)

5 Godrej Green Homes Limited (100%)

6 Godrej Home Developers Private Limited (100%)

7 Godrej Hillside Properties Private Limited (100%)

8 Godrej Investment Advisers Private Limited (100%)

9 Godrej Prakriti Facilities Private Limited (100%)

10 Godrej Highrises Properties Private Limited (100%)

11 Godrej Genesis Facilities Management Private Limited (100%)

12 Prakritiplaza Facilities Management Private Limited (100%)(w.e.f. July 28, 2016)

13 GodrejFundManagementPte. Limited (100%)(Sub Subsidiary)

14 Godrej Vikhroli Properties India Limited (w.e.f January 25, 2017) formerly known as Godrej Vikhroli Properties LLP (upto January 24,2017)

15 Godrej Residency Private Limited (w.e.f March 16, 2017)

16 Wonder Projects Development Private Limited (Upto September 18,2016)

17 Godrej Greenview Housing Private Limited (Upto June 29, 2016)

18 Godrej Skyline Developers Private Limited (100%) (w.e.f November 22, 2016)

19 Godrej Real View Developers Private Limited (20%) (w.e.f September 1, 2016 till March 28, 2017)

20 Pearlite Real Properties Private Limited (49%) (w.e.f September 2, 2016 upto March 29, 2017)

21 Citystar Infraprojects Limited (w.e.f January 12, 2017)

Subsidiaries-Limited Liability Partnerships:

1 Godrej Vikhroli Properties LLP (up to Janurary 24, 2017)

2 Godrej Highrises Realty LLP

3 Godrej Land Developers LLP

4 Godrej Developers & Properties LLP

5 Godrej Project Developers & Properties LLP

6 Godrej Highview LLP (w.e.f. September 29, 2016)

7 Godrej Skyview LLP (100%) (w.e.f October 19, 2016)

8 Godrej Green Properties LLP 100% (w.e.f October 27, 2016)

9 Godrej Projects (Pune) LLP (w.e.f February 5, 2017)

10 Godrej Projects (Soma) LLP(w.e,f March 6, 2017)

11 Godrej Projects (Bluejay) LLP (w.e.f March 2, 2017)

12 Godrej Century LLP( w.e.f March 14,2017)

iii) Associate and Joint Ventures :

1 Godrej Realty Private Limited (51%)

2 Godrej Landmark Redevelopers Private Limited (51%)

3 Godrej Redevelopers(Mumbai) Private Limited. (51%)

4 Mosiac Landmarks LLP (1%)

5 Dream World Landmarks LLP (40%)

6 Oxford Realty LLP (35%)

7 Godrej SSPDL Green Acres LLP (37%)

8 Caroa Properties LLP (35%)

9 MS Ramaiah Ventures LLP (49.5%)

10 Oasis Landmarks LLP (38%)

11 Amitis Developers LLP (46%)

12 Godrej Construction Projects LLP (34%)

13 Godrej Housing Projects LLP (50%)

14 Godrej Greenview Housing Private Limited (20%) (w.e.f June 30, 2016)

15 Wonder Space Properties Private Limited (25.1%)

16 Wonder City Build on Private Limited (25.1%)

17 Godrej Home Construction Private Limited (25.1%)

18 WonderProjectsDevelopmentPrivateLimited(20%) (w.e.f Septemer19,2016)

19 Godrej Property Developers LLP (32%)

20 Godrej One Premises Management Private Limited (30%)

21 Godrej Real View Developers Private Limited (20%) (w.e.f March 29, 2017)

22 Pearlite Real Properties Private Limited (49%) (w.e.f March 30, 2017)

23 Bavdhan Realty @ Pune 21 LLP (45%)(w.e.f October 26, 2016)

24 Prakhhyat Dwellings LLP (42.50%) (w.e.f September 2, 2016)

25 AR Landcraft LLP (40%) (w.e.f June 7, 2016)

iv) Other Related Parties in Group:

1 Godrej Investments Private Limited

2 Annamudi Real Estates LLP

3 Ensemble Holdings & Finance Limited

4 Godrej Agrovet Limited

5 Natures Basket Limited

6 Cream Line Dairy Products Limited

v) Key Management Personnel & Others :

1 Mr. A. B. Godrej

2 Mr. N.B. Godrej

3 Mr. Pirojsha Godrej

4 Mr. Mohit Malhotra

5 Ms. Parmeshwar Adi Godrej (Upto October 10, 2016)

6 Mr. Jamshyd N. Godrej

7 Mr. Amit Choudhury

8 Mr. K. B. Dadiseth

9 Mrs. Lalita Gupte

10 Mr.PranayVakil

11 Dr. Pritam Singh

12 Mr.S.Narayan

13 Mr.AmitavaMukherjee

Note 49 Segment reporting

As per the requirements of Ind AS 108 on “Operating Segments”, segment information has been provided under the Notes to Consolidated Financial Statements.

Note 50 First Time Adoption of Ind AS

These are the Company''s first financial statements prepared in accordance with Ind AS.

The Company''s opening Ind AS balance sheet was prepared as at April 1, 2015, the Company''s date of transition to Ind AS. In preparing the opening balance sheet, the Company has applied the mandatory exceptions and certain optional exemptions from full retrospective application of Ind AS in accordance with the guidance in Ind AS 101 ‘First Time Adoption of Indian Accounting Standards''.

This note explains the principal adjustments made by the Company in restating its Indian GAAP (IGAAP) financial statements to Ind AS, in the opening balance sheet as at April 1, 2015 and in the financial statements as at and for the year ended as at March 31,2016.

Note: (a) Obligation to acquire non controlling interest in a subsidiary (Put Option)

The Company has granted put option to non controlling interests in one of its subsidiary, which gives the investor a right to sell their interests at guaranteed return to the Company on agreed terms. On transition to Ind AS, such put option has been classified as a financial liability payable to the investor and is re-measured at each reporting date and the difference is adjusted in equity.

(b) Inventories

The Company has undertaken a detailed exercise to determine the manner of expense allocation to inventory in context the of the requirements of Ind AS and accordingly have realigned allocation of expenses to project inventory.

(c) Proposed Dividend

Proposed dividend recognized under Indian GAAP has been derecognized under Ind AS. Under Ind AS, dividend on equity shares is recognized on receipt of approval from the relevant authority.

(d) Employee Benefits

Under Ind AS, the ESOP Trust is consolidated in the Company''s Separate Financial Statements as the ESOP Trust was established by the Company for the administration of Employee Stock Option Plan of the Company. The Trust is merely acting as a Branch of the Company.

(e) Financial instruments

Under Indian GAAP, investments in mutual funds were measured at lower of cost or market value while under Ind AS, such investments are required to be measured at fair value with the resultant gain or loss being recognized in profit or loss.

Under Ind AS, investments in debentures instruments are required to be measured at amortised cost with interest income determined with reference to the effective interest rate.

(f) Deferred Taxes

Under Ind AS, deferred tax on account of fair value adjustment in relation to past schemes of amalgamation and on other Ind AS differences has been appropriately recognized.


Mar 31, 2017

i) Exemptions from retrospective application:

- Business combination exemption: The Company has applied the exemption as provided in Ind AS 101 on no application of Ind AS 103, “Business Combinations” to business combinations consummated prior to the date of transition (April 1, 2015). Pursuant to this exemption, goodwill arising from business combination has been stated at the carrying amount under Previous GAAP.

- Share-based payment exemption: The Company has elected to apply the share based payment exemption available under Ind AS 101 on application of Ind AS 102, “Share Based Payment”, to grants which remain unvested on April 1, 2015.

- Property, Plant and Equipment; and intangibles exemption: The Company has elected to apply the exemption available under Ind AS 101 to continue the carrying value for all of its property, plant and equipment and intangibles as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition (April 1, 2015).

ii) Reconciliations: The following reconciliations provide a quantification of the effect of significant differences arising from the transition from Previous GAAP to Ind AS in accordance with Ind AS 101:

- equity as at April 1, 2015;

- equity as at March 31, 2016; and

- total comprehensive income for the year ended March 31, 2016.

(a) Balances with Banks in current accounts include INR 0.05 Crore (Previous Year 2016: INR 0.05 Crore, Previous Year 2015: INR 0.04 crore) is on account of earmarked balance for unclaimed dividend.

(b) Include

(i) INR 3.15 Crore (Previous Year 2016: INR 3.14 Crore; Previous Year 2015: INR 3.80 Crore) received from flat buyers and held in trust on their behalf in a corpus fund

(ii) Deposits held as Deposit Repayment Reserve amounting to INR 1.15 Crore (Previous Year 2016: INR 31 Crore; Previous Year 2015: INR22 Crore)

(iii) Fixed deposits held as margin money and lien marked for issuing bank guarantee amounting to INR 4.03 Crore (PreviousYear2016: INR0.15Crore; PreviousYear2015: INR0.13Crore)

f) Rights, preferences and restrictions attached to Equity shares

The Company has only one class of equity share having a par value of INR 5/- 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.

(i) Capital Reserve

Capital Reserve is created on Sale of Treasury Shares.

(ii) Capital Reserve on account of Amalgamation Capital Reserve is created on account of Amalgamation.

(iii) Securities Premium

The Securities Premium account has been created mainly on account of premium on issue of Equity shares.

(iv) Employee Stock Grant Scheme Reserve

The Company has employee stock grant scheme under which options to subscribe to the Company''s shares have been granted to certain employees of the Company. The share based payment reserve is used to recognise the value of equity settled share based payments provided to employees, including key management personnel, as part of their remuneration.

(v) Treasury Shares

The reserve for treasury shares of the Company includes the shares held by the ESOP trust considered as a branch of the Company. As at March 31, 2017 the Trust held Nil number of shares of the Company and 987,510 shares as at March 31,2016.

(a) Loans Repayable on Demand on account of Cash Credit availed from Bank and is secured by hypothecation of the Current Assets of the Company, mortgage of Immovable property of the Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli East, Mumbai and hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited (both wholly owned subsidiaries) is provided as collateral security. It carries interest at 1 Year Marginal Cost of Fund Based Lending Rate (MCLR) 0.35% p.a. Present effective rate 9.55 % p.a.

(b) Term Loan from Bank includes :

(i) Secured Working Capital Demand Loan of INR 400 Crore availed from Bank secured by hypothecation of Current Assets of the Company, mortgage of Immovable property of the Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli East, Mumbai and hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited (both wholly owned subsidiaries) is provided as collateral security and carries interest rate at 8.00% p.a.(Fixed) repayable on April 26, 2017.

(ii) Secured Working Capital Demand Loan of INR 100 Crore availed from Bank secured by Mortgage of Immovable property of the Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli East, Mumbai and hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited (both wholly owned subsidiaries) is provided as collateral security and carries interest rate at 8.00% p.a.(Fixed) repayable on April 15, 2017.

(iii) Secured Working Capital Demand Loan of INR 100 Crore availed from Bank secured by Mortgage of Immovable property of the Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli East, Mumbai and hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited (both wholly owned subsidiaries) is provided as collateral security and carries interest rate at 8.00% p.a.(Fixed) repayable on April 19, 2017.

(iv) Secured Working Capital Demand Loan of INR 100 Crore availed from Bank secured by Mortgage of Immovable property of the Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli East, Mumbai and hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited (both wholly owned subsidiaries) is provided as collateral security and carries interest rate at 8.00% p.a.(Fixed) repayable on April 9, 2017.

(v) Secured Working Capital Demand Loan of INR 100 Crore availed from Bank secured by Mortgage of Immovable property of the Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli East, Mumbai and hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited (both wholly owned subsidiaries) is provided as collateral security and carries interest rate at 8.00% p.a.(Fixed) repayable on April 13, 2017.

(c) Loans Repayable on Demand includes:

(i) Over Draft facility amounting to INR 248.12 Crore carries interest at 1 Month MCLR 20 basis point. Present effective rate is 8.10% p.a.

(ii) INR 6.17 Crore of Overdraft carries interest at Base Rate. Present effective rate is 9.50% p.a.

(iii) INR 0.26 Crore of Over Draft facility carries interest at 1 Month MCLR 100 basis point p.a. Present effective rate is 9.15% p.a.

(d) Other Unsecured loans includes:

(i) Short Term Loan amounting to INR 150 Crore carrying interest at 1 Month MCLR 10 basis point p.a. Present effective rate is 8.00% p.a. Out of the above INR 75 crore is repayable on September 20, 2017 and INR75 crore is repayable on September 25, 2017.

(ii) Short Term Loan amounting to INR 100 Crore carrying interest at 3 Month MCLR. Present effective rate is 8.75 % p.a. repayable on January 12, 2018.

(iii) Short Term Loan amounting to INR 250 Crore. Out of above INR 50 Crore carries interest at 6 Month MCLR 02 basis point p.a. Present effective rate is 7.97% p.a and INR 50 Crore, INR 75 Crore & INR 75 Crore carries interest at 3 Month MCLR. Present effective rate is 7.90% p.a., repayable on May 24, 2017, August 09, 2017, August 21, 2017 & August 25, 2017 respectively.

(iv) INR 100 Crore availed from Commercial Papers carries interest at 6.58% p.a., repayable on May 19, 2017.

(v) INR 75 Crore availed from Commercial Papers carries interest at 6.58% p.a., repayable on May 26, 2017.

(vi) INR 80 Crore availed from Commercial Papers carries interest at 6.80% p.a., repayable on June 20, 2017.

(vii) INR 80 Crore availed from Commercial Papers carries interest at 6.80% p.a., repayable on June 23, 2017.

(viii) INR 75 Crore availed from Commercial Papers carries interest at 6.80% p.a., repayable on May 4, 2017.

(ix) INR 75 Crore availed from Commercial Papers carries interest at 6.80% p.a., repayable on May 8, 2017.

(x) INR 40 Crore availed from Commercial Papers carries interest at 6.80% p.a., repayable on May 9, 2017.

(xi) INR 80 Crore availed from Commercial Papers carries interest at 6.50% p.a., repayable on June 29, 2017.

(xii) INR 35 Crore availed from Commercial Papers carries interest at 6.87% p.a., repayable on May 9, 2017.

(xiii) INR 60 Crore availed from Commercial Papers carries interest at 6.87% p.a., repayable on May 12, 2017.

(xiv) INR 70 Crore availed from Commercial Papers carries interest at 6.87.% p.a., repayable on May 15, 2017.

(xv) INR 70 Crore availed from Commercial Papers carries interest at 6.87.% p.a., repayable on May 17, 2017.

(xvi) INR 10 Crore availed from Commercial Papers carries interest at 6.87.% p.a., repayable on May 17, 2017.

(xvii) INR 75 Crore availed from Commercial Papers carries interest at 6.69.% p.a., repayable on May 31, 2017.

(xviii) INR 75 Crore availed from Commercial Papers carries interest at 6.51.% p.a., repayable on June 05, 2017.

(xix) INR 85 Crore availed from Commercial Papers carries interest at 6.51.% p.a., repayable on June 07, 2017.

(xx) INR 70 Crore availed from Commercial Papers carries interest at 6.55.% p.a., repayable on June 14, 2017.

(xxi) INR 70 Crore availed from Commercial Papers carries interest at 6.55.% p.a., repayable on June 16, 2017.

(xxii) INR 25 Crore availed from Commercial Papers carries interest at 6.50.% p.a., repayable on June 28, 2017.

(xxiii) Short Term Loan amounting to INR 125 Crore is availed at rate of Interest 8.30 % p.a.(Fixed) repayable on September 5, 2017.

(xxiv) Short Term Loan amounting to INR 125 Crore is availed at rate of Interest 8.30 % p.a.(Fixed) repayable on August 30, 2017.

b) Denned 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.

The estimates of future salary increases, considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

b) Measurement of Fair Value

The Company uses the Discounted Cash Flow valuation technique (in relation to Fair Value of asset measured at amortized cost) which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates. The fair value so determined are classified as Level 2.

c) Risk Management Framework

The Company''s Board of Directors have overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors have established the Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The committee reports regularly to the Board of Directors on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Audit Committee oversees how management monitors compliance with the company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

d) Financial Risk Management

The Company has exposure to the following risks arising from financial instruments:

(i) Credit Risk

(ii) Liquidity Risk

(iii) Market Risk.

(i) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers, investments in debt securities, loans given to related parties and project deposits.

The carrying amount of financial assets represents the maximum credit exposure.

Trade Receivables

Customer credit risk is managed by requiring customers to pay advances through progress billings before transfer of ownership, therefore substantially eliminating the Company''s credit risk in this respect.

The Company''s credit risk with regard to trade receivable has a high degree of risk diversification, due to the large number of projects of varying sizes and types with numerous different customer categories in a large number of geographical markets.

Based on prior experience and an assessment of the current economic environment, management believes there is no credit risk provision required. Also the Company does not have any significant concentration of credit risk.

The amounts reflected in the table above are not impaired as on the reporting date.

Investment in Debt Securities, Loans to Related Parties and Project Deposits

The Company has investments in compulsorily convertible debentures / optionally convertible debentures, loans to related parties and project deposits. The settlement of such instruments is linked to the completion of the respective underlying projects. Such Financial Assets are not impaired as on the reporting date.

Cash and Bank balances

Credit risk from Cash and Bank balances is managed by the Company''s treasury department in accordance with the company''s policy.

(ii) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Management monitors rolling forecasts of the Company''s liquidity position on the basis of expected cash flows. This monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents.

The company has access to funds from debt markets through bank loan, commercial papers, fixed deposits from public and other debt instruments. The Company invests its surplus funds in bank fixed deposit and debt based mutual funds.

b) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The management is responsible for the monitoring of the Company''s interest rate position. Various variables are considered by the management in structuring the Company''s borrowings to achieve a reasonable, competitive, cost of funding.

Fair value sensitivity analysis for fixed rate instruments

The Company does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Cash flow sensitivity analysis for variable rate instruments

A reasonably possible change of 100 basis points in interest rate would have resulted in variation in the interest expense for the Company by the amounts indicated in the table below. Given that the Company capitalizes interest to the cost of inventory to the extent permissible, the amounts indicated below may have an impact on reported profits over the life cycle of projects to which such interest is capitalized. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The year end balances are not necessarily representative of the average debt outstanding during the period.

The Company does not have any additional impact on equity other than the impact on retained earnings.

Note 38 Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages by a sound capital position.

The Company monitors capital using a ratio of ‘Net Debt'' to ‘Equity’. For this purpose, net debt is defined as total borrowings and put option liability less Cash & Bank Balances and Other Current Investments.

Note 39 Employee Stock Option Plan

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 885,400 options convertible into 885,400 Equity Shares of INR 5/- 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 exercise period of the GPL ESOP has expired on December 27, 2016 and consequently all the unexercised options were rendered lapsed. The GPL ESOP now stands terminated and the shares held by the Trust have been sold during the year.

b) The weighted average exercise price of the options outstanding as at March 31, 2017 is INR 5 (Previous year 2016: INR

5 per share, Previous Year 2015: INR 5 per share) and the weighted average remaining contractual life of the options outstanding as at March 31, 2017 is 0.89 years (Previous year 2016: 0.89 years; Previous Year 2015: 0.85 years).

c) The fair value of the employee share options has been measured using the Black-Scholes Option Pricing Model. The weighted average fair value of the options granted is INR 279.78 (Previous year 2016: INR 234.68). The following table lists the average inputs to the model used for the plan for the year ended March 31, 2017:

d) The expense arising from ESGS scheme during the year is INR 2.49 Crore ( Previous Year 2016: INR 2.98 Crore)

Note 42 Amalgamation

Amalgamation of Happy High-rises Limited (HHL) with Godrej Properties Limited (GPL):

Pursuant to the Scheme of Amalgamation (the Scheme) under Sections 391 to 394 of the Companies Act, 1956 read with section 230 to 240 of the Companies Act, 2013 sanctioned by the National Company Law Tribunal at Mumbai Bench on March 29, 2017 and filed with the Registrar of Companies (RoC) on April 24, 2017, Happy High-rises Limited (HHL), a 100% Subsidiary of Godrej Properties Limited (GPL), is amalgamated with GPL w.e.f. May 1, 2016, the Appointed Date.

As per the said Scheme;

(i) All the assets and liabilities as appearing in the books of HHL as on the Appointed Date have been recorded in the books of GPL at their respective book values and inter-company balances have been cancelled.

(ii) The amount of INR 31.87 crore arising out of the difference between the book value of the net assets of the Transferor Company taken over and cancellation of intercompany investments between the Transferor Company and the Transferee Company has been considered as capital reserve in the Separate financial statements of GPL.

(iii) GPL has incurred additional expenses such as charges, taxes including duties, levies and other expenses of INR 0.35 crore which have been charged to the Statement of Profit & Loss.

II) The Company enters into construction contracts for Civil, Elevator, External Development, MEP work etc. with its vendors. The total amount payable under such contracts will be based on actual measurements and negotiated rates, which are determinable as and when the work under the said contracts are completed.

III) The Company has entered into development agreements with owners of land for development of projects. Under the agreements the Company is required to pay certain payments/ deposits to the owners of the land and share in built up area/ revenue from such developments in exchange of undivided share in land as stipulated under the agreements.

Note 44 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 to Micro & Small Enterprises on account of principal amount together with interest.

The above amounts are net of applicable taxes.

Note 46 Foreign Exchange Difference

The amount of exchange difference included in the Statement of Profit and Loss, is INR 0.01 Crore (Net Loss) (Previous Year 2016: INR 0.01 Crore (Net Gain)).

Note 47 Corporate Social Responsibility

The Company has spent INR 1.29 Crore during the financial year( Previous Year: INR 2.18 Crore) as per the provisions of Section 135 of the Companies Act, 2013 towards Corporate Social Responsibility (CSR) activities grouped under ‘Other Expenses''.

a) Gross amount required to be spent by the company during the year INR 1.29 Crore.

The total amount spent by the amalgamating Company (Happy High-rises Limited) during the year amounted to INR 0.33 Crore (PreviousYear2016: Nil) out of which INR 0.22 Crore (Previous Year 2016: Nil) was yet to be paid in cash.

Note 48 Related Party Disclosures

1. List of Related Parties as required by Ind AS - 24, “Related Party Disclosures”, are given below:

i) Shareholders (Holding Company)

Godrej Industries Limited (GIL) holds 56.70% (Previous Year 2016: 56.73%) shares in the Company.

GIL is the subsidiary of Vora Soaps Limited, the Ultimate Holding Company w.e.f. March 30, 2017.( Godrej & Boyce Manufacturing Company Limited (G&B), was the Ultimate Holding Company up to March 29, 2017)

ii) Subsidiaries Companies:

1 Godrej Real Estate Private Limited (100%)

2 Godrej Build on Private Limited (100%)

3 Godrej Projects Development Private Limited (100%)

4 Godrej Garden City Properties Private Limited (100%)

5 Godrej Green Homes Limited (100%)

6 Godrej Home Developers Private Limited (100%)

7 Godrej Hillside Properties Private Limited (100%)

8 Godrej Investment Advisers Private Limited (100%)

9 Godrej Prakriti Facilities Private Limited (100%)

10 Godrej Highrises Properties Private Limited (100%)

11 Godrej Genesis Facilities Management Private Limited (100%)

12 Prakritiplaza Facilities Management Private Limited (100%)(w.e.f. July 28, 2016)

13 GodrejFundManagementPte. Limited (100%)(Sub Subsidiary)

14 Godrej Vikhroli Properties India Limited (w.e.f January 25, 2017) formerly known as Godrej Vikhroli Properties LLP (upto January 24,2017)

15 Godrej Residency Private Limited (w.e.f March 16, 2017)

16 Wonder Projects Development Private Limited (Upto September 18,2016)

17 Godrej Greenview Housing Private Limited (Upto June 29, 2016)

18 Godrej Skyline Developers Private Limited (100%) (w.e.f November 22, 2016)

19 Godrej Real View Developers Private Limited (20%) (w.e.f September 1, 2016 till March 28, 2017)

20 Pearlite Real Properties Private Limited (49%) (w.e.f September 2, 2016 upto March 29, 2017)

21 Citystar Infraprojects Limited (w.e.f January 12, 2017)

Subsidiaries-Limited Liability Partnerships:

1 Godrej Vikhroli Properties LLP (up to Janurary 24, 2017)

2 Godrej Highrises Realty LLP

3 Godrej Land Developers LLP

4 Godrej Developers & Properties LLP

5 Godrej Project Developers & Properties LLP

6 Godrej Highview LLP (w.e.f. September 29, 2016)

7 Godrej Skyview LLP (100%) (w.e.f October 19, 2016)

8 Godrej Green Properties LLP 100% (w.e.f October 27, 2016)

9 Godrej Projects (Pune) LLP (w.e.f February 5, 2017)

10 Godrej Projects (Soma) LLP(w.e,f March 6, 2017)

11 Godrej Projects (Bluejay) LLP (w.e.f March 2, 2017)

12 Godrej Century LLP( w.e.f March 14,2017)

iii) Associate and Joint Ventures :

1 Godrej Realty Private Limited (51%)

2 Godrej Landmark Redevelopers Private Limited (51%)

3 Godrej Redevelopers(Mumbai) Private Limited. (51%)

4 Mosiac Landmarks LLP (1%)

5 Dream World Landmarks LLP (40%)

6 Oxford Realty LLP (35%)

7 Godrej SSPDL Green Acres LLP (37%)

8 Caroa Properties LLP (35%)

9 MS Ramaiah Ventures LLP (49.5%)

10 Oasis Landmarks LLP (38%)

11 Amitis Developers LLP (46%)

12 Godrej Construction Projects LLP (34%)

13 Godrej Housing Projects LLP (50%)

14 Godrej Greenview Housing Private Limited (20%) (w.e.f June 30, 2016)

15 Wonder Space Properties Private Limited (25.1%)

16 Wonder City Build on Private Limited (25.1%)

17 Godrej Home Construction Private Limited (25.1%)

18 WonderProjectsDevelopmentPrivateLimited(20%) (w.e.f Septemer19,2016)

19 Godrej Property Developers LLP (32%)

20 Godrej One Premises Management Private Limited (30%)

21 Godrej Real View Developers Private Limited (20%) (w.e.f March 29, 2017)

22 Pearlite Real Properties Private Limited (49%) (w.e.f March 30, 2017)

23 Bavdhan Realty @ Pune 21 LLP (45%)(w.e.f October 26, 2016)

24 Prakhhyat Dwellings LLP (42.50%) (w.e.f September 2, 2016)

25 AR Landcraft LLP (40%) (w.e.f June 7, 2016)

iv) Other Related Parties in Group:

1 Godrej Investments Private Limited

2 Annamudi Real Estates LLP

3 Ensemble Holdings & Finance Limited

4 Godrej Agrovet Limited

5 Natures Basket Limited

6 Cream Line Dairy Products Limited

v) Key Management Personnel & Others :

1 Mr. A. B. Godrej

2 Mr. N.B. Godrej

3 Mr. Pirojsha Godrej

4 Mr. Mohit Malhotra

5 Ms. Parmeshwar Adi Godrej (Upto October 10, 2016)

6 Mr. Jamshyd N. Godrej

7 Mr. Amit Choudhury

8 Mr. K. B. Dadiseth

9 Mrs. Lalita Gupte

10 Mr.PranayVakil

11 Dr. Pritam Singh

12 Mr.S.Narayan

13 Mr.AmitavaMukherjee

Note 49 Segment reporting

As per the requirements of Ind AS 108 on “Operating Segments”, segment information has been provided under the Notes to Consolidated Financial Statements.

Note 50 First Time Adoption of Ind AS

These are the Company''s first financial statements prepared in accordance with Ind AS.

The Company''s opening Ind AS balance sheet was prepared as at April 1, 2015, the Company''s date of transition to Ind AS. In preparing the opening balance sheet, the Company has applied the mandatory exceptions and certain optional exemptions from full retrospective application of Ind AS in accordance with the guidance in Ind AS 101 ‘First Time Adoption of Indian Accounting Standards''.

This note explains the principal adjustments made by the Company in restating its Indian GAAP (IGAAP) financial statements to Ind AS, in the opening balance sheet as at April 1, 2015 and in the financial statements as at and for the year ended as at March 31,2016.

Note: (a) Obligation to acquire non controlling interest in a subsidiary (Put Option)

The Company has granted put option to non controlling interests in one of its subsidiary, which gives the investor a right to sell their interests at guaranteed return to the Company on agreed terms. On transition to Ind AS, such put option has been classified as a financial liability payable to the investor and is re-measured at each reporting date and the difference is adjusted in equity.

(b) Inventories

The Company has undertaken a detailed exercise to determine the manner of expense allocation to inventory in context the of the requirements of Ind AS and accordingly have realigned allocation of expenses to project inventory.

(c) Proposed Dividend

Proposed dividend recognized under Indian GAAP has been derecognized under Ind AS. Under Ind AS, dividend on equity shares is recognized on receipt of approval from the relevant authority.

(d) Employee Benefits

Under Ind AS, the ESOP Trust is consolidated in the Company''s Separate Financial Statements as the ESOP Trust was established by the Company for the administration of Employee Stock Option Plan of the Company. The Trust is merely acting as a Branch of the Company.

(e) Financial instruments

Under Indian GAAP, investments in mutual funds were measured at lower of cost or market value while under Ind AS, such investments are required to be measured at fair value with the resultant gain or loss being recognized in profit or loss.

Under Ind AS, investments in debentures instruments are required to be measured at amortised cost with interest income determined with reference to the effective interest rate.

(f) Deferred Taxes

Under Ind AS, deferred tax on account of fair value adjustment in relation to past schemes of amalgamation and on other Ind AS differences has been appropriately recognized.


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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