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Notes to Accounts of Godrej Industries Ltd.

Mar 31, 2023

C. Risk Management strategies related to agricultural activities

The Company is exposed to the following risks relating to its Oil Palm business.

i. Regulatory and environmental risks

The Company is subject to laws and regulations in the country in which it operates. It has established various environmental policies and procedures aimed at compliance with the local environmental and other laws.

ii. Supply and demand risks

The Company is exposed to risks arising from fluctuations in the price and sales volume of plants. When possible, the Company manages this risk by aligning its harvest volume to market supply and demand. Management performs regular industry trend analysis for projected harvest volumes and pricing.

iii. Climate and other risks

The Company’s Oil Palm business is exposed to the risk of damage from climatic changes, diseases, forest fires and other natural forces. The Company has extensive processes in place aimed at monitoring and mitigating those risks, including regular plantation health surveys and industry pest and disease surveys.

Rights, preferences and restrictions attached to

Equity Shares: The Company has one class of Equity shares having a par value of '' 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

General Reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Employee Stock Grants Outstanding

The employee stock grants outstanding account is used to recognise grant date fair value of options issued to employees under the Company’s stock grant plan.

Securities Premium

Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Note 39.1 Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 40: Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company’s contributions paid/payable to Regional Provident Fund at certain locations, Superannuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Standalone Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised '' 11.01 crore for the year ended March 31,2023 (Previous Year '' 10.54 crore) towards provident fund contribution, ''0.37 crore for the year ended March 31,2023 (Previous Year '' 0.47 crore) towards employees’ state insurance contribution and ''0.45 crore for the year ended March 31,2023 (Previous Year '' 0.48 crore) towards superannuation fund contribution in the Standalone Statement of Profit and Loss.

Defined Benefit Plan:

I. Provident Fund

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2023.

Gratuity

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee’s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. The Company has a Gratuity Trust and the Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31,2023. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences for the year ended March 31,2023 based on actuarial valuation using the projected accrued benefit method is ''1.00 crore (previous year '' 4.38 crore).

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Standalone Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Incentives to employees which is fully expensed in the Statement of Profit & Loss in the respective periods. The Scheme rewards its employees based on the achievement of key performance indicators and profitability, as prescribed in the scheme.

Note 41: Share-based payment arrangements:

Description of share-based payment arrangements Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20, 2018.

The ESGS Scheme is effective from April 1,2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee’s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakhs) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lakh) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at '' 10 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 Standalone financial statements and is amortised over the vesting period.

The Company has provided '' 2.71 crore (Previous Year '' 2.72 crore) for all the eligible employees for current year.

Financial risk management

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

• Credit risk ;

• Liquidity risk;

• Market risk;

• Currency risk;

i. Risk management framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 42.2: 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of '' 12.52 crore at March 31,2023 (Previous Year '' 19.97 crore) . The cash and cash equivalents and other bank balances are held with bank and financial institution counterparties with good credit rating.

Note 42.3: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Note 42.4 : Currency Risk

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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised. Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases / services.

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset/liabilities related to such investments has not been recognised.

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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company’s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings (excluding lease liability) less cash and cash equivalents. Equity comprises all components of equity.

Note 46: Segment information for the year ended March 31, 2023

Factors used to identify the entity’s reportable segments, including the basis of organisation -

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1) Animal feed

2) Crop Protection

3) Vegetable Oil

4) Other Business Segment includes Real Estate, Seed Business and Energy Generation through Windmill.

(iii) Segment Revenue, Results, Assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis

(iv) Unallocable expenditure/income includes general administrative expenses & other expenses incurred on common services and income earned at the corporate level and relate to the Group as a whole.

(v) Revenues from transactions with a single customer in no case exceeded 10% of the Company’s sales in current as well as previous year.

(vi) Non Current assets of the company are situated in India.

Note 47 : Contingent Liabilities

('' in crore)

Particulars

March 31, 2023

March 31, 2022

Claims against the Company not acknowledged as debts:

(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the Company has contested and is in appeal at various levels.

14.44

21.67

(ii) Customs Matter

Customs duty demands relating to disputed classification which the Company has contested and is in appeal at various levels.

1.48

1.37

(iii) Income Tax

The company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the Order of the Assessing Officer in which they have disallowed against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One and cash deposited during demonetization period.

1.78

1.41

(iv) GST matters

GST demand pertains to disallowance of input tax credit claimed in Trans 1 & 2. The Company shall be filing an appeal against the impugned order in the GST Appellate Tribunal as and when the same is constituted.

0.87

0.87

(v) Surety Bond issued on behalf of related party.

1.21

1.21

(vi) Letter of comfort issued to a bank on behalf of Subsidiary Company

25.00

25.00

(vii) Claims against the Company not acknowledged as debt

6.63

6.26

Note 47.1 : Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note 47.2 : The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the Contingent liability section in the Standalone financial statements. The impact of the same is not ascertainable.

Note 48 : Commitments

('' in crore)

Particulars

March 31, 2023

March 31, 2022

a) Estimated value of contracts remaining to be executed on capital account (net of Advances), to the extent not provided for:

41.38

37.23

b) Outstanding Export obligation Under EPCG Scheme

-

2.21

'' 0.09 crores remained unutilised for the Financial year 2022-23 which has been subsequently deposited in Unspent CSR Account.

'' 1.43 crores remained unutilised for the Financial year 2021-22 which has been spent subsequently in the Financial Year 2022-23.

Note 50 : With a view to focus on its core activities, the Company has partially sold the real estate project during the year to Godrej Properties Limited and the revenue of '' 2.33 crore (Previous year : '' Nil) has been included in other operating revenue and cost thereof has been included in the cost of material consumed.

Note 51 : No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.”

Note 52 : Events occurring after the reporting period -

Refer Note 45 (b) (ii) Capital Management for the final dividend recommended by the directors which is subject to the approval of shareholders in the ensuing annual general meeting.

Note 53 : The amount reflected as “0.00” in Financials are values with less than '' one lakh.


Mar 31, 2023

C. Risk Management strategies related to agricultural activities

The Company is exposed to the following risks relating to its Oil Palm business.

i. Regulatory and environmental risks

The Company is subject to laws and regulations in the country in which it operates. It has established various environmental policies and procedures aimed at compliance with the local environmental and other laws.

ii. Supply and demand risks

The Company is exposed to risks arising from fluctuations in the price and sales volume of plants. When possible, the Company manages this risk by aligning its harvest volume to market supply and demand. Management performs regular industry trend analysis for projected harvest volumes and pricing.

iii. Climate and other risks

The Company’s Oil Palm business is exposed to the risk of damage from climatic changes, diseases, forest fires and other natural forces. The Company has extensive processes in place aimed at monitoring and mitigating those risks, including regular plantation health surveys and industry pest and disease surveys.

Rights, preferences and restrictions attached to

Equity Shares: The Company has one class of Equity shares having a par value of '' 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

General Reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Employee Stock Grants Outstanding

The employee stock grants outstanding account is used to recognise grant date fair value of options issued to employees under the Company’s stock grant plan.

Securities Premium

Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Note 39.1 Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 40: Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company’s contributions paid/payable to Regional Provident Fund at certain locations, Superannuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Standalone Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised '' 11.01 crore for the year ended March 31,2023 (Previous Year '' 10.54 crore) towards provident fund contribution, ''0.37 crore for the year ended March 31,2023 (Previous Year '' 0.47 crore) towards employees’ state insurance contribution and ''0.45 crore for the year ended March 31,2023 (Previous Year '' 0.48 crore) towards superannuation fund contribution in the Standalone Statement of Profit and Loss.

Defined Benefit Plan:

I. Provident Fund

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2023.

Gratuity

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee’s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. The Company has a Gratuity Trust and the Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31,2023. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences for the year ended March 31,2023 based on actuarial valuation using the projected accrued benefit method is ''1.00 crore (previous year '' 4.38 crore).

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Standalone Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Incentives to employees which is fully expensed in the Statement of Profit & Loss in the respective periods. The Scheme rewards its employees based on the achievement of key performance indicators and profitability, as prescribed in the scheme.

Note 41: Share-based payment arrangements:

Description of share-based payment arrangements Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20, 2018.

The ESGS Scheme is effective from April 1,2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee’s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakhs) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lakh) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at '' 10 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 Standalone financial statements and is amortised over the vesting period.

The Company has provided '' 2.71 crore (Previous Year '' 2.72 crore) for all the eligible employees for current year.

Financial risk management

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

• Credit risk ;

• Liquidity risk;

• Market risk;

• Currency risk;

i. Risk management framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 42.2: 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of '' 12.52 crore at March 31,2023 (Previous Year '' 19.97 crore) . The cash and cash equivalents and other bank balances are held with bank and financial institution counterparties with good credit rating.

Note 42.3: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Note 42.4 : Currency Risk

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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised. Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases / services.

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset/liabilities related to such investments has not been recognised.

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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company’s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings (excluding lease liability) less cash and cash equivalents. Equity comprises all components of equity.

Note 46: Segment information for the year ended March 31, 2023

Factors used to identify the entity’s reportable segments, including the basis of organisation -

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1) Animal feed

2) Crop Protection

3) Vegetable Oil

4) Other Business Segment includes Real Estate, Seed Business and Energy Generation through Windmill.

(iii) Segment Revenue, Results, Assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis

(iv) Unallocable expenditure/income includes general administrative expenses & other expenses incurred on common services and income earned at the corporate level and relate to the Group as a whole.

(v) Revenues from transactions with a single customer in no case exceeded 10% of the Company’s sales in current as well as previous year.

(vi) Non Current assets of the company are situated in India.

Note 47 : Contingent Liabilities

('' in crore)

Particulars

March 31, 2023

March 31, 2022

Claims against the Company not acknowledged as debts:

(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the Company has contested and is in appeal at various levels.

14.44

21.67

(ii) Customs Matter

Customs duty demands relating to disputed classification which the Company has contested and is in appeal at various levels.

1.48

1.37

(iii) Income Tax

The company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the Order of the Assessing Officer in which they have disallowed against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One and cash deposited during demonetization period.

1.78

1.41

(iv) GST matters

GST demand pertains to disallowance of input tax credit claimed in Trans 1 & 2. The Company shall be filing an appeal against the impugned order in the GST Appellate Tribunal as and when the same is constituted.

0.87

0.87

(v) Surety Bond issued on behalf of related party.

1.21

1.21

(vi) Letter of comfort issued to a bank on behalf of Subsidiary Company

25.00

25.00

(vii) Claims against the Company not acknowledged as debt

6.63

6.26

Note 47.1 : Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note 47.2 : The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the Contingent liability section in the Standalone financial statements. The impact of the same is not ascertainable.

Note 48 : Commitments

('' in crore)

Particulars

March 31, 2023

March 31, 2022

a) Estimated value of contracts remaining to be executed on capital account (net of Advances), to the extent not provided for:

41.38

37.23

b) Outstanding Export obligation Under EPCG Scheme

-

2.21

'' 0.09 crores remained unutilised for the Financial year 2022-23 which has been subsequently deposited in Unspent CSR Account.

'' 1.43 crores remained unutilised for the Financial year 2021-22 which has been spent subsequently in the Financial Year 2022-23.

Note 50 : With a view to focus on its core activities, the Company has partially sold the real estate project during the year to Godrej Properties Limited and the revenue of '' 2.33 crore (Previous year : '' Nil) has been included in other operating revenue and cost thereof has been included in the cost of material consumed.

Note 51 : No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.”

Note 52 : Events occurring after the reporting period -

Refer Note 45 (b) (ii) Capital Management for the final dividend recommended by the directors which is subject to the approval of shareholders in the ensuing annual general meeting.

Note 53 : The amount reflected as “0.00” in Financials are values with less than '' one lakh.


Mar 31, 2023

C. Risk Management strategies related to agricultural activities

The Company is exposed to the following risks relating to its Oil Palm business.

i. Regulatory and environmental risks

The Company is subject to laws and regulations in the country in which it operates. It has established various environmental policies and procedures aimed at compliance with the local environmental and other laws.

ii. Supply and demand risks

The Company is exposed to risks arising from fluctuations in the price and sales volume of plants. When possible, the Company manages this risk by aligning its harvest volume to market supply and demand. Management performs regular industry trend analysis for projected harvest volumes and pricing.

iii. Climate and other risks

The Company’s Oil Palm business is exposed to the risk of damage from climatic changes, diseases, forest fires and other natural forces. The Company has extensive processes in place aimed at monitoring and mitigating those risks, including regular plantation health surveys and industry pest and disease surveys.

Rights, preferences and restrictions attached to

Equity Shares: The Company has one class of Equity shares having a par value of '' 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

General Reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Employee Stock Grants Outstanding

The employee stock grants outstanding account is used to recognise grant date fair value of options issued to employees under the Company’s stock grant plan.

Securities Premium

Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Note 39.1 Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 40: Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company’s contributions paid/payable to Regional Provident Fund at certain locations, Superannuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Standalone Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised '' 11.01 crore for the year ended March 31,2023 (Previous Year '' 10.54 crore) towards provident fund contribution, ''0.37 crore for the year ended March 31,2023 (Previous Year '' 0.47 crore) towards employees’ state insurance contribution and ''0.45 crore for the year ended March 31,2023 (Previous Year '' 0.48 crore) towards superannuation fund contribution in the Standalone Statement of Profit and Loss.

Defined Benefit Plan:

I. Provident Fund

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2023.

Gratuity

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee’s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. The Company has a Gratuity Trust and the Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31,2023. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences for the year ended March 31,2023 based on actuarial valuation using the projected accrued benefit method is ''1.00 crore (previous year '' 4.38 crore).

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Standalone Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Incentives to employees which is fully expensed in the Statement of Profit & Loss in the respective periods. The Scheme rewards its employees based on the achievement of key performance indicators and profitability, as prescribed in the scheme.

Note 41: Share-based payment arrangements:

Description of share-based payment arrangements Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20, 2018.

The ESGS Scheme is effective from April 1,2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee’s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakhs) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lakh) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at '' 10 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 Standalone financial statements and is amortised over the vesting period.

The Company has provided '' 2.71 crore (Previous Year '' 2.72 crore) for all the eligible employees for current year.

Financial risk management

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

• Credit risk ;

• Liquidity risk;

• Market risk;

• Currency risk;

i. Risk management framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 42.2: 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of '' 12.52 crore at March 31,2023 (Previous Year '' 19.97 crore) . The cash and cash equivalents and other bank balances are held with bank and financial institution counterparties with good credit rating.

Note 42.3: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Note 42.4 : Currency Risk

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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised. Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases / services.

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset/liabilities related to such investments has not been recognised.

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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company’s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings (excluding lease liability) less cash and cash equivalents. Equity comprises all components of equity.

Note 46: Segment information for the year ended March 31, 2023

Factors used to identify the entity’s reportable segments, including the basis of organisation -

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1) Animal feed

2) Crop Protection

3) Vegetable Oil

4) Other Business Segment includes Real Estate, Seed Business and Energy Generation through Windmill.

(iii) Segment Revenue, Results, Assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis

(iv) Unallocable expenditure/income includes general administrative expenses & other expenses incurred on common services and income earned at the corporate level and relate to the Group as a whole.

(v) Revenues from transactions with a single customer in no case exceeded 10% of the Company’s sales in current as well as previous year.

(vi) Non Current assets of the company are situated in India.

Note 47 : Contingent Liabilities

('' in crore)

Particulars

March 31, 2023

March 31, 2022

Claims against the Company not acknowledged as debts:

(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the Company has contested and is in appeal at various levels.

14.44

21.67

(ii) Customs Matter

Customs duty demands relating to disputed classification which the Company has contested and is in appeal at various levels.

1.48

1.37

(iii) Income Tax

The company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the Order of the Assessing Officer in which they have disallowed against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One and cash deposited during demonetization period.

1.78

1.41

(iv) GST matters

GST demand pertains to disallowance of input tax credit claimed in Trans 1 & 2. The Company shall be filing an appeal against the impugned order in the GST Appellate Tribunal as and when the same is constituted.

0.87

0.87

(v) Surety Bond issued on behalf of related party.

1.21

1.21

(vi) Letter of comfort issued to a bank on behalf of Subsidiary Company

25.00

25.00

(vii) Claims against the Company not acknowledged as debt

6.63

6.26

Note 47.1 : Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note 47.2 : The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the Contingent liability section in the Standalone financial statements. The impact of the same is not ascertainable.

Note 48 : Commitments

('' in crore)

Particulars

March 31, 2023

March 31, 2022

a) Estimated value of contracts remaining to be executed on capital account (net of Advances), to the extent not provided for:

41.38

37.23

b) Outstanding Export obligation Under EPCG Scheme

-

2.21

'' 0.09 crores remained unutilised for the Financial year 2022-23 which has been subsequently deposited in Unspent CSR Account.

'' 1.43 crores remained unutilised for the Financial year 2021-22 which has been spent subsequently in the Financial Year 2022-23.

Note 50 : With a view to focus on its core activities, the Company has partially sold the real estate project during the year to Godrej Properties Limited and the revenue of '' 2.33 crore (Previous year : '' Nil) has been included in other operating revenue and cost thereof has been included in the cost of material consumed.

Note 51 : No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.”

Note 52 : Events occurring after the reporting period -

Refer Note 45 (b) (ii) Capital Management for the final dividend recommended by the directors which is subject to the approval of shareholders in the ensuing annual general meeting.

Note 53 : The amount reflected as “0.00” in Financials are values with less than '' one lakh.


Mar 31, 2023

C. Risk Management strategies related to agricultural activities

The Company is exposed to the following risks relating to its Oil Palm business.

i. Regulatory and environmental risks

The Company is subject to laws and regulations in the country in which it operates. It has established various environmental policies and procedures aimed at compliance with the local environmental and other laws.

ii. Supply and demand risks

The Company is exposed to risks arising from fluctuations in the price and sales volume of plants. When possible, the Company manages this risk by aligning its harvest volume to market supply and demand. Management performs regular industry trend analysis for projected harvest volumes and pricing.

iii. Climate and other risks

The Company’s Oil Palm business is exposed to the risk of damage from climatic changes, diseases, forest fires and other natural forces. The Company has extensive processes in place aimed at monitoring and mitigating those risks, including regular plantation health surveys and industry pest and disease surveys.

Rights, preferences and restrictions attached to

Equity Shares: The Company has one class of Equity shares having a par value of '' 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

General Reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Employee Stock Grants Outstanding

The employee stock grants outstanding account is used to recognise grant date fair value of options issued to employees under the Company’s stock grant plan.

Securities Premium

Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Note 39.1 Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 40: Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company’s contributions paid/payable to Regional Provident Fund at certain locations, Superannuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Standalone Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised '' 11.01 crore for the year ended March 31,2023 (Previous Year '' 10.54 crore) towards provident fund contribution, ''0.37 crore for the year ended March 31,2023 (Previous Year '' 0.47 crore) towards employees’ state insurance contribution and ''0.45 crore for the year ended March 31,2023 (Previous Year '' 0.48 crore) towards superannuation fund contribution in the Standalone Statement of Profit and Loss.

Defined Benefit Plan:

I. Provident Fund

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2023.

Gratuity

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee’s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. The Company has a Gratuity Trust and the Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31,2023. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences for the year ended March 31,2023 based on actuarial valuation using the projected accrued benefit method is ''1.00 crore (previous year '' 4.38 crore).

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Standalone Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Incentives to employees which is fully expensed in the Statement of Profit & Loss in the respective periods. The Scheme rewards its employees based on the achievement of key performance indicators and profitability, as prescribed in the scheme.

Note 41: Share-based payment arrangements:

Description of share-based payment arrangements Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20, 2018.

The ESGS Scheme is effective from April 1,2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee’s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakhs) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lakh) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at '' 10 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 Standalone financial statements and is amortised over the vesting period.

The Company has provided '' 2.71 crore (Previous Year '' 2.72 crore) for all the eligible employees for current year.

Financial risk management

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

• Credit risk ;

• Liquidity risk;

• Market risk;

• Currency risk;

i. Risk management framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 42.2: 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of '' 12.52 crore at March 31,2023 (Previous Year '' 19.97 crore) . The cash and cash equivalents and other bank balances are held with bank and financial institution counterparties with good credit rating.

Note 42.3: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Note 42.4 : Currency Risk

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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised. Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases / services.

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset/liabilities related to such investments has not been recognised.

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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company’s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings (excluding lease liability) less cash and cash equivalents. Equity comprises all components of equity.

Note 46: Segment information for the year ended March 31, 2023

Factors used to identify the entity’s reportable segments, including the basis of organisation -

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1) Animal feed

2) Crop Protection

3) Vegetable Oil

4) Other Business Segment includes Real Estate, Seed Business and Energy Generation through Windmill.

(iii) Segment Revenue, Results, Assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis

(iv) Unallocable expenditure/income includes general administrative expenses & other expenses incurred on common services and income earned at the corporate level and relate to the Group as a whole.

(v) Revenues from transactions with a single customer in no case exceeded 10% of the Company’s sales in current as well as previous year.

(vi) Non Current assets of the company are situated in India.

Note 47 : Contingent Liabilities

('' in crore)

Particulars

March 31, 2023

March 31, 2022

Claims against the Company not acknowledged as debts:

(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the Company has contested and is in appeal at various levels.

14.44

21.67

(ii) Customs Matter

Customs duty demands relating to disputed classification which the Company has contested and is in appeal at various levels.

1.48

1.37

(iii) Income Tax

The company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the Order of the Assessing Officer in which they have disallowed against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One and cash deposited during demonetization period.

1.78

1.41

(iv) GST matters

GST demand pertains to disallowance of input tax credit claimed in Trans 1 & 2. The Company shall be filing an appeal against the impugned order in the GST Appellate Tribunal as and when the same is constituted.

0.87

0.87

(v) Surety Bond issued on behalf of related party.

1.21

1.21

(vi) Letter of comfort issued to a bank on behalf of Subsidiary Company

25.00

25.00

(vii) Claims against the Company not acknowledged as debt

6.63

6.26

Note 47.1 : Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note 47.2 : The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the Contingent liability section in the Standalone financial statements. The impact of the same is not ascertainable.

Note 48 : Commitments

('' in crore)

Particulars

March 31, 2023

March 31, 2022

a) Estimated value of contracts remaining to be executed on capital account (net of Advances), to the extent not provided for:

41.38

37.23

b) Outstanding Export obligation Under EPCG Scheme

-

2.21

'' 0.09 crores remained unutilised for the Financial year 2022-23 which has been subsequently deposited in Unspent CSR Account.

'' 1.43 crores remained unutilised for the Financial year 2021-22 which has been spent subsequently in the Financial Year 2022-23.

Note 50 : With a view to focus on its core activities, the Company has partially sold the real estate project during the year to Godrej Properties Limited and the revenue of '' 2.33 crore (Previous year : '' Nil) has been included in other operating revenue and cost thereof has been included in the cost of material consumed.

Note 51 : No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.”

Note 52 : Events occurring after the reporting period -

Refer Note 45 (b) (ii) Capital Management for the final dividend recommended by the directors which is subject to the approval of shareholders in the ensuing annual general meeting.

Note 53 : The amount reflected as “0.00” in Financials are values with less than '' one lakh.


Mar 31, 2023

C. Risk Management strategies related to agricultural activities

The Company is exposed to the following risks relating to its Oil Palm business.

i. Regulatory and environmental risks

The Company is subject to laws and regulations in the country in which it operates. It has established various environmental policies and procedures aimed at compliance with the local environmental and other laws.

ii. Supply and demand risks

The Company is exposed to risks arising from fluctuations in the price and sales volume of plants. When possible, the Company manages this risk by aligning its harvest volume to market supply and demand. Management performs regular industry trend analysis for projected harvest volumes and pricing.

iii. Climate and other risks

The Company’s Oil Palm business is exposed to the risk of damage from climatic changes, diseases, forest fires and other natural forces. The Company has extensive processes in place aimed at monitoring and mitigating those risks, including regular plantation health surveys and industry pest and disease surveys.

Rights, preferences and restrictions attached to

Equity Shares: The Company has one class of Equity shares having a par value of '' 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

General Reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Employee Stock Grants Outstanding

The employee stock grants outstanding account is used to recognise grant date fair value of options issued to employees under the Company’s stock grant plan.

Securities Premium

Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Note 39.1 Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 40: Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company’s contributions paid/payable to Regional Provident Fund at certain locations, Superannuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Standalone Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised '' 11.01 crore for the year ended March 31,2023 (Previous Year '' 10.54 crore) towards provident fund contribution, ''0.37 crore for the year ended March 31,2023 (Previous Year '' 0.47 crore) towards employees’ state insurance contribution and ''0.45 crore for the year ended March 31,2023 (Previous Year '' 0.48 crore) towards superannuation fund contribution in the Standalone Statement of Profit and Loss.

Defined Benefit Plan:

I. Provident Fund

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2023.

Gratuity

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee’s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. The Company has a Gratuity Trust and the Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31,2023. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences for the year ended March 31,2023 based on actuarial valuation using the projected accrued benefit method is ''1.00 crore (previous year '' 4.38 crore).

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Standalone Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Incentives to employees which is fully expensed in the Statement of Profit & Loss in the respective periods. The Scheme rewards its employees based on the achievement of key performance indicators and profitability, as prescribed in the scheme.

Note 41: Share-based payment arrangements:

Description of share-based payment arrangements Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20, 2018.

The ESGS Scheme is effective from April 1,2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee’s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakhs) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lakh) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at '' 10 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 Standalone financial statements and is amortised over the vesting period.

The Company has provided '' 2.71 crore (Previous Year '' 2.72 crore) for all the eligible employees for current year.

Financial risk management

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

• Credit risk ;

• Liquidity risk;

• Market risk;

• Currency risk;

i. Risk management framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 42.2: 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of '' 12.52 crore at March 31,2023 (Previous Year '' 19.97 crore) . The cash and cash equivalents and other bank balances are held with bank and financial institution counterparties with good credit rating.

Note 42.3: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Note 42.4 : Currency Risk

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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised. Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases / services.

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset/liabilities related to such investments has not been recognised.

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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company’s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings (excluding lease liability) less cash and cash equivalents. Equity comprises all components of equity.

Note 46: Segment information for the year ended March 31, 2023

Factors used to identify the entity’s reportable segments, including the basis of organisation -

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1) Animal feed

2) Crop Protection

3) Vegetable Oil

4) Other Business Segment includes Real Estate, Seed Business and Energy Generation through Windmill.

(iii) Segment Revenue, Results, Assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis

(iv) Unallocable expenditure/income includes general administrative expenses & other expenses incurred on common services and income earned at the corporate level and relate to the Group as a whole.

(v) Revenues from transactions with a single customer in no case exceeded 10% of the Company’s sales in current as well as previous year.

(vi) Non Current assets of the company are situated in India.

Note 47 : Contingent Liabilities

('' in crore)

Particulars

March 31, 2023

March 31, 2022

Claims against the Company not acknowledged as debts:

(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the Company has contested and is in appeal at various levels.

14.44

21.67

(ii) Customs Matter

Customs duty demands relating to disputed classification which the Company has contested and is in appeal at various levels.

1.48

1.37

(iii) Income Tax

The company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the Order of the Assessing Officer in which they have disallowed against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One and cash deposited during demonetization period.

1.78

1.41

(iv) GST matters

GST demand pertains to disallowance of input tax credit claimed in Trans 1 & 2. The Company shall be filing an appeal against the impugned order in the GST Appellate Tribunal as and when the same is constituted.

0.87

0.87

(v) Surety Bond issued on behalf of related party.

1.21

1.21

(vi) Letter of comfort issued to a bank on behalf of Subsidiary Company

25.00

25.00

(vii) Claims against the Company not acknowledged as debt

6.63

6.26

Note 47.1 : Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note 47.2 : The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the Contingent liability section in the Standalone financial statements. The impact of the same is not ascertainable.

Note 48 : Commitments

('' in crore)

Particulars

March 31, 2023

March 31, 2022

a) Estimated value of contracts remaining to be executed on capital account (net of Advances), to the extent not provided for:

41.38

37.23

b) Outstanding Export obligation Under EPCG Scheme

-

2.21

'' 0.09 crores remained unutilised for the Financial year 2022-23 which has been subsequently deposited in Unspent CSR Account.

'' 1.43 crores remained unutilised for the Financial year 2021-22 which has been spent subsequently in the Financial Year 2022-23.

Note 50 : With a view to focus on its core activities, the Company has partially sold the real estate project during the year to Godrej Properties Limited and the revenue of '' 2.33 crore (Previous year : '' Nil) has been included in other operating revenue and cost thereof has been included in the cost of material consumed.

Note 51 : No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.”

Note 52 : Events occurring after the reporting period -

Refer Note 45 (b) (ii) Capital Management for the final dividend recommended by the directors which is subject to the approval of shareholders in the ensuing annual general meeting.

Note 53 : The amount reflected as “0.00” in Financials are values with less than '' one lakh.


Mar 31, 2023

C. Risk Management strategies related to agricultural activities

The Company is exposed to the following risks relating to its Oil Palm business.

i. Regulatory and environmental risks

The Company is subject to laws and regulations in the country in which it operates. It has established various environmental policies and procedures aimed at compliance with the local environmental and other laws.

ii. Supply and demand risks

The Company is exposed to risks arising from fluctuations in the price and sales volume of plants. When possible, the Company manages this risk by aligning its harvest volume to market supply and demand. Management performs regular industry trend analysis for projected harvest volumes and pricing.

iii. Climate and other risks

The Company’s Oil Palm business is exposed to the risk of damage from climatic changes, diseases, forest fires and other natural forces. The Company has extensive processes in place aimed at monitoring and mitigating those risks, including regular plantation health surveys and industry pest and disease surveys.

Rights, preferences and restrictions attached to

Equity Shares: The Company has one class of Equity shares having a par value of '' 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

General Reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Employee Stock Grants Outstanding

The employee stock grants outstanding account is used to recognise grant date fair value of options issued to employees under the Company’s stock grant plan.

Securities Premium

Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Note 39.1 Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 40: Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company’s contributions paid/payable to Regional Provident Fund at certain locations, Superannuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Standalone Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised '' 11.01 crore for the year ended March 31,2023 (Previous Year '' 10.54 crore) towards provident fund contribution, ''0.37 crore for the year ended March 31,2023 (Previous Year '' 0.47 crore) towards employees’ state insurance contribution and ''0.45 crore for the year ended March 31,2023 (Previous Year '' 0.48 crore) towards superannuation fund contribution in the Standalone Statement of Profit and Loss.

Defined Benefit Plan:

I. Provident Fund

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2023.

Gratuity

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee’s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. The Company has a Gratuity Trust and the Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31,2023. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences for the year ended March 31,2023 based on actuarial valuation using the projected accrued benefit method is ''1.00 crore (previous year '' 4.38 crore).

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Standalone Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Incentives to employees which is fully expensed in the Statement of Profit & Loss in the respective periods. The Scheme rewards its employees based on the achievement of key performance indicators and profitability, as prescribed in the scheme.

Note 41: Share-based payment arrangements:

Description of share-based payment arrangements Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20, 2018.

The ESGS Scheme is effective from April 1,2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee’s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakhs) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lakh) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at '' 10 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 Standalone financial statements and is amortised over the vesting period.

The Company has provided '' 2.71 crore (Previous Year '' 2.72 crore) for all the eligible employees for current year.

Financial risk management

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

• Credit risk ;

• Liquidity risk;

• Market risk;

• Currency risk;

i. Risk management framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 42.2: 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of '' 12.52 crore at March 31,2023 (Previous Year '' 19.97 crore) . The cash and cash equivalents and other bank balances are held with bank and financial institution counterparties with good credit rating.

Note 42.3: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Note 42.4 : Currency Risk

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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised. Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases / services.

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset/liabilities related to such investments has not been recognised.

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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company’s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings (excluding lease liability) less cash and cash equivalents. Equity comprises all components of equity.

Note 46: Segment information for the year ended March 31, 2023

Factors used to identify the entity’s reportable segments, including the basis of organisation -

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1) Animal feed

2) Crop Protection

3) Vegetable Oil

4) Other Business Segment includes Real Estate, Seed Business and Energy Generation through Windmill.

(iii) Segment Revenue, Results, Assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis

(iv) Unallocable expenditure/income includes general administrative expenses & other expenses incurred on common services and income earned at the corporate level and relate to the Group as a whole.

(v) Revenues from transactions with a single customer in no case exceeded 10% of the Company’s sales in current as well as previous year.

(vi) Non Current assets of the company are situated in India.

Note 47 : Contingent Liabilities

('' in crore)

Particulars

March 31, 2023

March 31, 2022

Claims against the Company not acknowledged as debts:

(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the Company has contested and is in appeal at various levels.

14.44

21.67

(ii) Customs Matter

Customs duty demands relating to disputed classification which the Company has contested and is in appeal at various levels.

1.48

1.37

(iii) Income Tax

The company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the Order of the Assessing Officer in which they have disallowed against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One and cash deposited during demonetization period.

1.78

1.41

(iv) GST matters

GST demand pertains to disallowance of input tax credit claimed in Trans 1 & 2. The Company shall be filing an appeal against the impugned order in the GST Appellate Tribunal as and when the same is constituted.

0.87

0.87

(v) Surety Bond issued on behalf of related party.

1.21

1.21

(vi) Letter of comfort issued to a bank on behalf of Subsidiary Company

25.00

25.00

(vii) Claims against the Company not acknowledged as debt

6.63

6.26

Note 47.1 : Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note 47.2 : The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the Contingent liability section in the Standalone financial statements. The impact of the same is not ascertainable.

Note 48 : Commitments

('' in crore)

Particulars

March 31, 2023

March 31, 2022

a) Estimated value of contracts remaining to be executed on capital account (net of Advances), to the extent not provided for:

41.38

37.23

b) Outstanding Export obligation Under EPCG Scheme

-

2.21

'' 0.09 crores remained unutilised for the Financial year 2022-23 which has been subsequently deposited in Unspent CSR Account.

'' 1.43 crores remained unutilised for the Financial year 2021-22 which has been spent subsequently in the Financial Year 2022-23.

Note 50 : With a view to focus on its core activities, the Company has partially sold the real estate project during the year to Godrej Properties Limited and the revenue of '' 2.33 crore (Previous year : '' Nil) has been included in other operating revenue and cost thereof has been included in the cost of material consumed.

Note 51 : No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.”

Note 52 : Events occurring after the reporting period -

Refer Note 45 (b) (ii) Capital Management for the final dividend recommended by the directors which is subject to the approval of shareholders in the ensuing annual general meeting.

Note 53 : The amount reflected as “0.00” in Financials are values with less than '' one lakh.


Mar 31, 2023

C. Risk Management strategies related to agricultural activities

The Company is exposed to the following risks relating to its Oil Palm business.

i. Regulatory and environmental risks

The Company is subject to laws and regulations in the country in which it operates. It has established various environmental policies and procedures aimed at compliance with the local environmental and other laws.

ii. Supply and demand risks

The Company is exposed to risks arising from fluctuations in the price and sales volume of plants. When possible, the Company manages this risk by aligning its harvest volume to market supply and demand. Management performs regular industry trend analysis for projected harvest volumes and pricing.

iii. Climate and other risks

The Company’s Oil Palm business is exposed to the risk of damage from climatic changes, diseases, forest fires and other natural forces. The Company has extensive processes in place aimed at monitoring and mitigating those risks, including regular plantation health surveys and industry pest and disease surveys.

Rights, preferences and restrictions attached to

Equity Shares: The Company has one class of Equity shares having a par value of '' 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

General Reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Employee Stock Grants Outstanding

The employee stock grants outstanding account is used to recognise grant date fair value of options issued to employees under the Company’s stock grant plan.

Securities Premium

Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Note 39.1 Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 40: Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company’s contributions paid/payable to Regional Provident Fund at certain locations, Superannuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Standalone Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised '' 11.01 crore for the year ended March 31,2023 (Previous Year '' 10.54 crore) towards provident fund contribution, ''0.37 crore for the year ended March 31,2023 (Previous Year '' 0.47 crore) towards employees’ state insurance contribution and ''0.45 crore for the year ended March 31,2023 (Previous Year '' 0.48 crore) towards superannuation fund contribution in the Standalone Statement of Profit and Loss.

Defined Benefit Plan:

I. Provident Fund

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2023.

Gratuity

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee’s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. The Company has a Gratuity Trust and the Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31,2023. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences for the year ended March 31,2023 based on actuarial valuation using the projected accrued benefit method is ''1.00 crore (previous year '' 4.38 crore).

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Standalone Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Incentives to employees which is fully expensed in the Statement of Profit & Loss in the respective periods. The Scheme rewards its employees based on the achievement of key performance indicators and profitability, as prescribed in the scheme.

Note 41: Share-based payment arrangements:

Description of share-based payment arrangements Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20, 2018.

The ESGS Scheme is effective from April 1,2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee’s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakhs) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lakh) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at '' 10 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 Standalone financial statements and is amortised over the vesting period.

The Company has provided '' 2.71 crore (Previous Year '' 2.72 crore) for all the eligible employees for current year.

Financial risk management

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

• Credit risk ;

• Liquidity risk;

• Market risk;

• Currency risk;

i. Risk management framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 42.2: 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of '' 12.52 crore at March 31,2023 (Previous Year '' 19.97 crore) . The cash and cash equivalents and other bank balances are held with bank and financial institution counterparties with good credit rating.

Note 42.3: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Note 42.4 : Currency Risk

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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised. Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases / services.

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset/liabilities related to such investments has not been recognised.

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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company’s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings (excluding lease liability) less cash and cash equivalents. Equity comprises all components of equity.

Note 46: Segment information for the year ended March 31, 2023

Factors used to identify the entity’s reportable segments, including the basis of organisation -

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1) Animal feed

2) Crop Protection

3) Vegetable Oil

4) Other Business Segment includes Real Estate, Seed Business and Energy Generation through Windmill.

(iii) Segment Revenue, Results, Assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis

(iv) Unallocable expenditure/income includes general administrative expenses & other expenses incurred on common services and income earned at the corporate level and relate to the Group as a whole.

(v) Revenues from transactions with a single customer in no case exceeded 10% of the Company’s sales in current as well as previous year.

(vi) Non Current assets of the company are situated in India.

Note 47 : Contingent Liabilities

('' in crore)

Particulars

March 31, 2023

March 31, 2022

Claims against the Company not acknowledged as debts:

(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the Company has contested and is in appeal at various levels.

14.44

21.67

(ii) Customs Matter

Customs duty demands relating to disputed classification which the Company has contested and is in appeal at various levels.

1.48

1.37

(iii) Income Tax

The company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the Order of the Assessing Officer in which they have disallowed against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One and cash deposited during demonetization period.

1.78

1.41

(iv) GST matters

GST demand pertains to disallowance of input tax credit claimed in Trans 1 & 2. The Company shall be filing an appeal against the impugned order in the GST Appellate Tribunal as and when the same is constituted.

0.87

0.87

(v) Surety Bond issued on behalf of related party.

1.21

1.21

(vi) Letter of comfort issued to a bank on behalf of Subsidiary Company

25.00

25.00

(vii) Claims against the Company not acknowledged as debt

6.63

6.26

Note 47.1 : Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note 47.2 : The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the Contingent liability section in the Standalone financial statements. The impact of the same is not ascertainable.

Note 48 : Commitments

('' in crore)

Particulars

March 31, 2023

March 31, 2022

a) Estimated value of contracts remaining to be executed on capital account (net of Advances), to the extent not provided for:

41.38

37.23

b) Outstanding Export obligation Under EPCG Scheme

-

2.21

'' 0.09 crores remained unutilised for the Financial year 2022-23 which has been subsequently deposited in Unspent CSR Account.

'' 1.43 crores remained unutilised for the Financial year 2021-22 which has been spent subsequently in the Financial Year 2022-23.

Note 50 : With a view to focus on its core activities, the Company has partially sold the real estate project during the year to Godrej Properties Limited and the revenue of '' 2.33 crore (Previous year : '' Nil) has been included in other operating revenue and cost thereof has been included in the cost of material consumed.

Note 51 : No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.”

Note 52 : Events occurring after the reporting period -

Refer Note 45 (b) (ii) Capital Management for the final dividend recommended by the directors which is subject to the approval of shareholders in the ensuing annual general meeting.

Note 53 : The amount reflected as “0.00” in Financials are values with less than '' one lakh.


Mar 31, 2023

2. The Company''s investment properties consist of 16 properties in India. The Management has determined that the investment property consists of two classes of assets - Land and Building - based on the nature, characteristics and risks of each property.

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

3. The fair valuation is based on current prices in the active market for similar properties. The main inputs 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 categorised in level 3 fair value hierarchy.

1 There are no loans which have significant increase in credit risk.

2 The Company had advanced an amount of '' 10.33 crores under diverse loan-cum-pledge agreements to certain individuals who had pledged certain equity shares as security. The Company enforced its security and lodged the shares for transfer in its name. The said transfer application of the Company was rejected, and the Company had preferred an application to the Company Law Board (CLB) against rejection of the said transfer application. The CLB rejected the application of the Company and advised the parties to approach the High

Court. The Company filed an appeal before the Hon’ble Bombay High Court against the order of the Company Law Board under section 10F of the Companies Act, which was disposed with the direction that the transfer of shares be kept in abeyance till the pendency of the arbitration proceedings between the parties. The Hon’ble Bombay High Court had by its order dated September 18, 2012, restrained the Company from inter alia, dealing, selling or creating third party rights, etc. in the pledged shares and referred the matter to arbitration. The Company filed a Special Leave Petition (SLP) before the Supreme Court against this interim order of the Hon’ble Bombay High Court which was dismissed by the Hon’ble Supreme Court. The Ld. Sole Arbitrator, Justice (Retired)*, A.P. Shah on June 29, 2019 passed an Award ruling that the Company shall return all the pledged shares along with the original loan-cum-pledge agreements and the power of attorneys executed by the said individuals in favour of the Company to the said individuals upon the said individuals repaying an amount of '' 10.33 crores to the Company.

The Company has challenged this Award before the Hon’ble High Court of Bombay by way of Section 34 petition under the Arbitration & Conciliation Act,1996. The Hon’ble Bombay High Court by its Order dated September 13, 2019 has stayed the operation and execution of the said Award dated June 29, 2019 till the final disposal of the said Section 34 Petition. The matter is pending for final hearing before the Hon’ble Bombay High Court.

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

B Nature and purpose of reserve

1 Capital Redemption Reserve : The Company recognised 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 recognised in Securities Premium Account. 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. This Reserve can be used only for the purposes specified in the Companies Act, 2013.

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

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

5 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.

6 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. These are stated net of amount relating to Remeasurement of defined benefit plans.

2 The Company does not have any default as on the Balance Sheet date in repayment of loan or interest.

3 During the year, the Company has issued 55,000 Unsecured Redeemable Non Convertible Debentures (NCD) of face value '' 1 lac each. The total value of NCD is '' 550 crore. The NCD is listed on National Stock Exchange. The Company will utilise the proceeds to meet its business purposes, investments in body corporate(s), repayment / prepayment of certain loans and for general corporate purposes.

During previous year, the Company had issued 15,000 Unsecured Redeemable Non Convertible Debentures (NCD) of face value '' 10 lac each. The total value of NCD is '' 1500 crore. The NCD is listed on National Stock Exchange. The Company will utilise the proceeds to meet its business purposes, investments in body corporate(s), repayment / prepayment of certain loans and for general corporate purposes.

Note 25 : Contingent Liabilities Particulars

As at

March 31,2023

'' in Crore As at

March 31,2022

1 Claims against the Company not acknowledged as debts

(a) Excise duty / Service Tax demands relating to disputed classification, post manufacturing expenses, assessable values, etc. which the Company has contested and is in appeal at various levels.

1.22

1.46

(b) Customs Duty demands relating to lower charge, differential duty, classification, etc.

11.20

-

(c) Sales Tax demands relating to purchase tax on Branch Transfer / disallowance of high seas sales, etc. at various levels.

43.99

41.99

(d) Octroi demand relating to classification issue on import of Palm Stearine and interest thereon.

0.29

0.29

(e) Stamp duties claimed on certain properties which are under appeal by the Company.

1.82

1.82

(f) Income tax demands relating to disallowance against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One etc. against which the Company has preferred appeals.

97.33

97.33

(g) Industrial relations matters under appeal.

0.43

0.35

(h) Demand of Arrears of Rent / Compensation by Mumbai Port Trust Authority - refer note 3 below

159.58

-

(i) Others

4.00

4.00

2 Surety Bonds

Surety Bonds given by the Company in respect of refund received from excise authority for exempted units of associate company - refer note 4 below.

31.65

32.56

Notes:

1 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 statements.

2 It is not practical 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 judgements/decisions pending with various forums/authorities.

3 The Company had received a notice from a Lessor demanding differential rent amounting to '' 159.58 crores upto March 31, 2023, for certain plots of land situated at Wadala. The Company has filed detailed replies denying any liability to pay such differential lease rental. Management has obtained legal advice, basis which, the Company believes that it has a very strong case and accordingly, no provision for the same has been made in the financial Statements but has been considered as a contingent liability.

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

The Corporate surety bond of '' 31.65 crore ( previous year '' 32.56 crore) is in respect of refund received from excise authority for exempted units (North East) of Godrej Consumer Products Limited, an Associate company.

Note 26 : Commitments

'' in Crore

Particulars

As at

March 31, 2023

As at

March 31, 2022

1 Estimated amount of contracts remaining to be executed on capital account and not provided for

12.29

16.11

[Net of Advances amounting to '' 1.30 crore (previous year - '' 5.72 crore)]

2 Uncalled liability on partly paid shares / debentures (*)

0.00

0.00

* Amount less than '' 0.01 crore

1 An application was made to the Reserve Bank of India (RBI) on April 5, 2021 to seek its approval for change in shareholding and change in Directors of Ensemble Holdings & Finance Limited (a subsidiary of the Company) (renamed as Godrej Finance Limited w.e.f. November 03, 2021 ) by virtue of proposed transfer of shares from its existing shareholders (i.e. Godrej Industries Limited and its nominees) to Pyxis Holdings Limited,(renamed as Godrej Capital Limited w.e.f October 26, 2021) a subsidiary of the Company. The RBI had approved the said proposal vide its letter dated June 2, 2021. The procedure for the change in the shareholding and directors, as per the guidelines of the RBI, has been completed. Effective August 24th 2021, Godrej Finance Limited had become a direct subsidiary of Godrej Capital Limited. Net Gain of Rs. 2.56 crores has been recorded on sale of holding in Godrej Finance Limited to Godrej Capital Limited in standalone financial statements of the Company.

2 During the previous financial year, the Company has reassessed the future economic benefits from certain plant and machinery and considering expected usage and market conditions it has recorded an exceptional expense of '' 66.57 crore to write down the Property, Plant and Equipment to estimated recoverable amount.

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 judgement 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 is given in note 5 below.

As the Company does not have any intention to dispose off investments in unlisted subsidiaries and associates in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognised.

Note 39 : 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.

The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31,2023.

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 7.35% p.a. has been considered based on the current investment pattern in Government securities.

4 Amounts Recognised as Expense :

i) Defined Contribution Plan

Employer''s Contribution to Provident Fund amounting to '' 4.16 crore (previous year '' 4.41 crore) has been included in Note 31 Employee Benefits Expenses.

ii) Defined Benefit Plan

Gratuity cost amounting to '' 2.44 crore (previous year '' 2.48 crore) has been included in Note 31 Employee Benefits Expenses.

Employer''s Contribution to Provident Fund amounting to '' 1.54 crore (previous year '' 1.46 crore) has been included in Note 31 Employee Benefits Expenses.

Pension cost amounting to '' 0.02 crore (previous year '' 0.24 crore) has been included in Note 31 Employee Benefits Expenses.

Note 40 : Employee Stock Benefit Plans 1 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 1, 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 ''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 amortised over the vesting period.

* 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 credit worthiness 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.

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.

a. The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

b. The Company uses the Discounted Cash Flow valuation technique (in relation to financial assets measured at amortised cost and fair value through profit or loss) which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates. The fair value so determined for financial asset measured at fair value through profit and loss are classified as Level 2.

c. The Company uses the discounted cash flow valuation technique (in relation to financial liabilities measured at amortised cost) which involves determination of the present value of expected payments, discounted using bank rate.The fair value of non-convertible debentures is valued using FIMMDA guidelines.

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 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 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 and Bank balances and derivative transactions.

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 analysed 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 Corporates, 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 individual 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.

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 instruments. 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 Balance Sheet Dates:

4 Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates - 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 investments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

4(i) Currency risk

The Company is exposed to currency risk on account of its 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.

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.

4(iii) Commodity Price risk

The Company is exposed to commodity risks mainly due to price volatility in Palm oil derivatives and Rapeseed Oil. We enter into fixed price contracts with suppliers and in certain cases, enter into back to back sale contract with customers. We periodically review the open exposure of Raw material regularly.

Forward Contracts

The Company uses forward exchange contracts to hedge its foreign exchange exposure relating to the underlying transactions and firm commitment in accordance with its forex policy as determined by its Forex Committee. The Company does not use foreign exchange forward contracts for trading or speculation purposes.

Note 47 : Utilisation of Borrowed Funds and Share Premium

a) To the best of our knowledge and belief, other than the details mentioned below, the Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) To the best of our knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

Note 49 : Dividend On Equity Shares

The Company has not declared or paid any dividend during the year FY 2022-23.

Note 50

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 these standalone financial statements.

Note 51

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

Note 52

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

Note 53

Previous year figures have been regrouped/ reclassified wherever necessary, to conform to current period''s classification.


Mar 31, 2022

4. Rights, preferences and restrictions attached to

Equity Shares: The Company has one class of Equity shares having a par value of ^ 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

General reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Employee Stock Grants Outstanding

The employee stock grants outstanding account is used to recognise grant date fair value of options issued to employees under the Company''s stock grant plan.

Securities Premium

Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

The Board, in its meeting on May 9, 2022 has recommended a final dividend of ^ 9.50/- per equity share for the financial year ended March 31, 2022 subject to the approval at the Annual General Meeting. The cash outflow on account of dividend would be ^ 182.5 crore.

Note 25.1: Working Capital Demand Loans from Bank are at an interest rate of 7.10% (Previous year 6.80%) and is repayable within the next 3 months. This is secured against inventories and receivables.

Note 25.2: Commercial Paper carries interest rate of 3.25% to 4.33% (Previous year 3.50% to 3.67%) and are repayable within the next 3 months from the date of the Standalone financial statements.

Note 25.3: Working Capital Loans from Banks are at an Interest Rate of 4% to 7.40% and T Bill 0.20% to T Bill 1.70% (Previous Year T Bill 0.20% to T Bill 0.40%, Repo rate 0% and three months MCLR 0.15%). These loans are repayable on different dates upto 6 months from the date of the Standalone financial statements.

Note 39.1: Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 40: Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company''s contributions paid/payable to Regional Provident Fund at certain locations, Superannuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Standalone Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised ^ 10.54 crore For the year ended March 31, 2022 (Previous Year ^ 10.11 crore) towards provident fund contribution, ^ 0.47 crore For the year ended March 31, 2022 (Previous Year ^ 0.52 crore) towards employees'' state insurance contribution and ^ 0.48 crore For the year ended March 31, 2022 (Previous Year ^ 0.52 crore) towards superannuation fund contribution in the Standalone Statement of Profit and Loss.

Defined Benefit Plan:I. Provident Fund

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust''s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2022.

II. Gratuity

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee''s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. The Company has a Gratuity Trust and the Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31, 2022. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences For the year ended March 31, 2022 based on actuarial valuation using the projected accrued benefit method is ^ 4.38 crore (previous year ^ 0.10 crore)

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Standlone Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Performance Linked Variable Remuneration (PLVR) which is fully written off to the Standalone Statement of Profit & Loss. The Scheme rewards its employees based on the achievement of key performance indicators and profitability, as prescribed in the scheme.

Note 41: Share-based payment arrangements Description of share-based payment arrangements Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20, 2018.

The ESGS Scheme is effective from April 1, 2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee''s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakh) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lakh) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at Re. 10 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 Standalone financial statements and is amortised over the vesting period.

The Company has provided ^ 2.72 crore (Previous Year ^ 2.03 crore) for all the eligible employees for current year.

i. Risk management framework

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 42.2: 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 c ustomer 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company''s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of ^ 20.13 crore at March 31, 2022 (Previous Year ^ 33.48 crore). The cash and cash equivalents are held with bank and financial institution counterparties with good credit rating.

Note 42.3: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements, if any

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement.

The Company has sufficient current assets to manage the liquidity risk, if any, in relation to current financial liabilities. Note 42.4: Currency Risk 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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised.

Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases / services.

Exposure to currency risk

The summary quantitative data about the Company''s exposure to currency risk as reported to the management of the Company is as follows. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Note 42.5: Interest rate risk

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any borrowings 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 (bps) in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

The risk estimates provided assume a change of 100 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarized above. 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 year.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset/liabilities related to such investments has not been recognised.

Note 45: 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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company''s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''equity''. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings (excluding lease liability) less cash and cash equivalents. Equity comprises all components of equity.

Factors used to identify the entity''s reportable segments, including the basis of organization.

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1. Animal feed

2. Crop Protection

3. Vegetable Oil

4. Real Estate

5. Other Business Segment includes Seed Business and Energy Generation through Windmill\

Note 47: Contingent Liabilities

(^ in crore)

Particulars

March 31, 2022

March 31, 2021

Claims against the Company not acknowledged as debts:

(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the Company has contested and is in appeal at various levels.

21.67

20.24

(ii) Customs Matter

Customs duty demands relating to disputed classification which the Company has contested and is in appeal at various levels.

1.37

1.26

(iii) Income Tax

The company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the Order of the Assessing Officer in which they have disallowed against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One and cash deposited during demonetization period.

1.41

1.41

(iv) GST matters

GST demand pertains to disallowance of input tax credit claimed in Trans 1 & 2. The Company shall be filing an appeal against the impugned order in the GST Appellate Tribunal as and when the same is constituted

0.87

-

(v) Surety Bond issued on behalf of related party

1.21

1.21

(vi) Guarantees issued by the Banks and counter guaranteed by the Company

5.62

8.10

(vii) Letter of comfort issued to a bank on behalf of Subsidiary Company

25.00

-

(viii) Claims against the Company not acknowledged as debt

6.26

8.50

Note 47.1: Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note 47.2:The Hon''ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the Contingent liability section in the Standalone financial statements. The impact of the same is not ascertainable.

Note 49: Corporate Social Responsibility (CSR) expenditure

As per Section 135 of the Companies Act, 2013 a CSR Committee has been formed by the company. The funds are utilised during the year on activities which are specified in schedule VII of the Act. The utilisation is done by the way of direct contribution towards various activities. Gross amount required and amount approved by the Board to be spent by the company during the year ^ 6.73 crore (Previous year ^6.22 crore).

Note:

^ 1.43 crore remained unutilised for the Financial year 2021-22 which has been subsequently deposited in Unspent CSR Account.

^ 1.24 crore remained unutilised for the Financial year 2020-21 which has been spent subsequently in the Financial Year 2021-22.

Note 50: Assessment of impact of Covid-19 pandemic

The management has considered internal and certain external sources of information including economic forecasts and industry reports up to the date of approval of the financial statements in determining the impact on various elements of its financial statements. The management has used the principles of prudence in applying judgments, estimates and assumptions including sensitivity analysis and based on the current estimates, the management expects to fully recover the carrying amount of inventories, trade receivables, loans and advances and investments. The eventual outcome of impact of the global health pandemic may be different from those estimated as on the date of approval of the Standalone financial statements.

Note 51:With a view to focus on its core activities, the Company has partially sold the real estate project during the previous year to Godrej Properties Limited and the revenue of ^ Nil (Previous year : ^ 9.60 crore) has been included in other operating revenue and cost thereof has been included in the cost of material consumed.

Note 52: No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries."

Note 53: The amount reflected as "0.00" in Financials are values with less than ^ one lakh.

Note 58: The figures for the previous year have been regrouped/ reclassified to correspond with current year''s classification/ disclosures in order to comply with the requirements of the amended Schedule III to the Companies Act, 2013 w.e.f. April 1, 2021.


Mar 31, 2022

4. Rights, preferences and restrictions attached to

Equity Shares: The Company has one class of Equity shares having a par value of ^ 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

General reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Employee Stock Grants Outstanding

The employee stock grants outstanding account is used to recognise grant date fair value of options issued to employees under the Company''s stock grant plan.

Securities Premium

Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

The Board, in its meeting on May 9, 2022 has recommended a final dividend of ^ 9.50/- per equity share for the financial year ended March 31, 2022 subject to the approval at the Annual General Meeting. The cash outflow on account of dividend would be ^ 182.5 crore.

Note 25.1: Working Capital Demand Loans from Bank are at an interest rate of 7.10% (Previous year 6.80%) and is repayable within the next 3 months. This is secured against inventories and receivables.

Note 25.2: Commercial Paper carries interest rate of 3.25% to 4.33% (Previous year 3.50% to 3.67%) and are repayable within the next 3 months from the date of the Standalone financial statements.

Note 25.3: Working Capital Loans from Banks are at an Interest Rate of 4% to 7.40% and T Bill 0.20% to T Bill 1.70% (Previous Year T Bill 0.20% to T Bill 0.40%, Repo rate 0% and three months MCLR 0.15%). These loans are repayable on different dates upto 6 months from the date of the Standalone financial statements.

Note 39.1: Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 40: Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company''s contributions paid/payable to Regional Provident Fund at certain locations, Superannuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Standalone Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised ^ 10.54 crore For the year ended March 31, 2022 (Previous Year ^ 10.11 crore) towards provident fund contribution, ^ 0.47 crore For the year ended March 31, 2022 (Previous Year ^ 0.52 crore) towards employees'' state insurance contribution and ^ 0.48 crore For the year ended March 31, 2022 (Previous Year ^ 0.52 crore) towards superannuation fund contribution in the Standalone Statement of Profit and Loss.

Defined Benefit Plan:I. Provident Fund

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust''s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2022.

II. Gratuity

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee''s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. The Company has a Gratuity Trust and the Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31, 2022. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences For the year ended March 31, 2022 based on actuarial valuation using the projected accrued benefit method is ^ 4.38 crore (previous year ^ 0.10 crore)

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Standlone Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Performance Linked Variable Remuneration (PLVR) which is fully written off to the Standalone Statement of Profit & Loss. The Scheme rewards its employees based on the achievement of key performance indicators and profitability, as prescribed in the scheme.

Note 41: Share-based payment arrangements Description of share-based payment arrangements Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20, 2018.

The ESGS Scheme is effective from April 1, 2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee''s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakh) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lakh) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at Re. 10 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 Standalone financial statements and is amortised over the vesting period.

The Company has provided ^ 2.72 crore (Previous Year ^ 2.03 crore) for all the eligible employees for current year.

i. Risk management framework

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 42.2: 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 c ustomer 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company''s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of ^ 20.13 crore at March 31, 2022 (Previous Year ^ 33.48 crore). The cash and cash equivalents are held with bank and financial institution counterparties with good credit rating.

Note 42.3: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements, if any

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement.

The Company has sufficient current assets to manage the liquidity risk, if any, in relation to current financial liabilities. Note 42.4: Currency Risk 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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised.

Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases / services.

Exposure to currency risk

The summary quantitative data about the Company''s exposure to currency risk as reported to the management of the Company is as follows. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Note 42.5: Interest rate risk

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any borrowings 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 (bps) in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

The risk estimates provided assume a change of 100 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarized above. 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 year.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset/liabilities related to such investments has not been recognised.

Note 45: 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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company''s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''equity''. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings (excluding lease liability) less cash and cash equivalents. Equity comprises all components of equity.

Factors used to identify the entity''s reportable segments, including the basis of organization.

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1. Animal feed

2. Crop Protection

3. Vegetable Oil

4. Real Estate

5. Other Business Segment includes Seed Business and Energy Generation through Windmill\

Note 47: Contingent Liabilities

(^ in crore)

Particulars

March 31, 2022

March 31, 2021

Claims against the Company not acknowledged as debts:

(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the Company has contested and is in appeal at various levels.

21.67

20.24

(ii) Customs Matter

Customs duty demands relating to disputed classification which the Company has contested and is in appeal at various levels.

1.37

1.26

(iii) Income Tax

The company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the Order of the Assessing Officer in which they have disallowed against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One and cash deposited during demonetization period.

1.41

1.41

(iv) GST matters

GST demand pertains to disallowance of input tax credit claimed in Trans 1 & 2. The Company shall be filing an appeal against the impugned order in the GST Appellate Tribunal as and when the same is constituted

0.87

-

(v) Surety Bond issued on behalf of related party

1.21

1.21

(vi) Guarantees issued by the Banks and counter guaranteed by the Company

5.62

8.10

(vii) Letter of comfort issued to a bank on behalf of Subsidiary Company

25.00

-

(viii) Claims against the Company not acknowledged as debt

6.26

8.50

Note 47.1: Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note 47.2:The Hon''ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the Contingent liability section in the Standalone financial statements. The impact of the same is not ascertainable.

Note 49: Corporate Social Responsibility (CSR) expenditure

As per Section 135 of the Companies Act, 2013 a CSR Committee has been formed by the company. The funds are utilised during the year on activities which are specified in schedule VII of the Act. The utilisation is done by the way of direct contribution towards various activities. Gross amount required and amount approved by the Board to be spent by the company during the year ^ 6.73 crore (Previous year ^6.22 crore).

Note:

^ 1.43 crore remained unutilised for the Financial year 2021-22 which has been subsequently deposited in Unspent CSR Account.

^ 1.24 crore remained unutilised for the Financial year 2020-21 which has been spent subsequently in the Financial Year 2021-22.

Note 50: Assessment of impact of Covid-19 pandemic

The management has considered internal and certain external sources of information including economic forecasts and industry reports up to the date of approval of the financial statements in determining the impact on various elements of its financial statements. The management has used the principles of prudence in applying judgments, estimates and assumptions including sensitivity analysis and based on the current estimates, the management expects to fully recover the carrying amount of inventories, trade receivables, loans and advances and investments. The eventual outcome of impact of the global health pandemic may be different from those estimated as on the date of approval of the Standalone financial statements.

Note 51:With a view to focus on its core activities, the Company has partially sold the real estate project during the previous year to Godrej Properties Limited and the revenue of ^ Nil (Previous year : ^ 9.60 crore) has been included in other operating revenue and cost thereof has been included in the cost of material consumed.

Note 52: No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries."

Note 53: The amount reflected as "0.00" in Financials are values with less than ^ one lakh.

Note 58: The figures for the previous year have been regrouped/ reclassified to correspond with current year''s classification/ disclosures in order to comply with the requirements of the amended Schedule III to the Companies Act, 2013 w.e.f. April 1, 2021.


Mar 31, 2022

1. Refer Note No 26 for disclosure of contractual commitments for the acquisition of Property, Plant and Equipment.

2. No Property, Plant and Equipment is pledged as security by the Company.

3. Additions to Property, Plant and Equipments includes ? 3.75 crore (previous year ? NIL) on account of Capitalisation of borrowing cost on eligible project.

4. The Company has reassessed the future economic benefits from certain Plant and Machiney and considering expected usage and market conditions, it has recorded an exceptional expense of ? 66.57 crore to write down the Property, Plant & Equipment to estimated recoverable amount. (Refer Note 35)

2. The Company''s investment properties consist of 16 properties in India. The Management has determined that the investment property consists of two classes of assets - Land and Building - based on the nature, characteristics and risks of each property.

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

3. The fair valuation is based on current prices in the active market for similar properties. The main inputs 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 categorised in level 3 fair value hierarchy.

a) The Board of Directors of the Company in the meeting dated 12.02.2021 has decided to transfer holding of EHFL to Pyxis Holdings Limited. Accordingly in the previous year, investment in EHFL has been shown as current investment. An application was made to the Reserve Bank of India (RBI) on April 5, 2021 to seek its approval for change in shareholding and change in Directors of Ensemble Holdings & Finance Limited (a subsidiary of the Company) (renamed as Godrej Finance Limited w.e.f. November 03, 2021) by virtue of proposed transfer of shares from its existing shareholders (i.e. Godrej Industries Limited and its nominees) to Pyxis Holdings Limited (renamed as Godrej Capital Limited w.e.f October 26, 2021) a subsidiary of the Company. The RBI has approved the said proposal vide its letter dated June 2, 2021. The procedure for the change in the shareholding and directors as per the guidelines of the RBI has been completed. Effective August 24 2021, Godrej Finance Limited has become a direct subsidiary of Godrej Capital Limited.

b) On March 25, 2021, Company has completed the acquisition of shares of Godrej Capital Limited (Formerly Known as Pyxis Holdings Ltd), consequent to the said acquisition, Godrej Capital Limited has become the subsidiary of the Company with effect from March 25, 2021.

a During the previous year as per the Resolution Plan approved by Hon’ble NCLT, the issued, subscribed and paid-up equity capital of the Ruchi Soya Ltd stand reduced from '' 66,82,01,444/- consisting of 33,41,00,722 equity shares of face value of '' 2/- each to '' 66,82,014/-consisting of 33,41,007 equity shares of '' 2/- each thereby reducing the value of issued, subscribed & paid-up equity share capital of the Company by '' 66,15,19,430 divided into 33,07,59,715 equity shares of '' 2/- each.

Accordingly the number of shares Ruchi Soya Ltd held by GIL has been reduced from 3532 to 35 shares. b The said shares have been refused for registration by the investee company. c Uncalled Liability on partly paid shares

- Tahir Properties Ltd. - Equity - '' 80 per share (Previous year - '' 80 per share). 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 There are no loans which have significant increase in credit risk.

2 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 inter-alia, 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. Single Arbitrator, Justice ((Retired ), A.P. Shah on 29th June 2019 passed an Award ruling that Godrej Industries Ltd shall return all the pledged shares along with the original loan-cum-pledge agreements and the Power of Attorneys executed by the said individuals in favor of Godrej Industries Ltd to the said individuals upon the said Individuals repaying an amount of ''10.33 crores to Godrej Industries Ltd.

Godrej Industries Ltd, challenged this Award before the Hon’ble High Court of Bombay by way of Section 34 petition under the Arbitration & Conciliation Act, 1996. Hon’ble Bombay High Court by its Order dated 13/09/2019 has now stayed the operation of the said Award dated 29th June 2019 till the said Section 34 Petition is finally disposed off. The matter is now pending before the Bombay High Court.

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.

a 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.

b 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.

B Nature and purpose of reserve

1 Capital Redemption Reserve : The Company recognised 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 recognised 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. This Reserve can be used only for the purposes specified in the Companies Act, 2013.

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

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

5 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.

6 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. These are stated net of amount relating to Remeasurement of defined benefit plans.

The Company does not have any default as on the Balance Sheet date in repayment of loan or interest.

During the year, the Company has issued 15,000 Unsecured Redeemable Non Convertible Debentures (NCD) of face value '' 10 lac each. The total value of NCD is '' 1500 crore. The NCD is listed on National Stock Exchange. The Company will utilise the proceeds to meet its business purposes, investments in body corporate(s), repayment / prepayment of certain loans and for general corporate purposes.

1 Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 are provided as under for the financial year 2021-22, to the extent the Company has received intimation from the “Suppliers” regarding their status under the Act.

1 There are no amounts due for payments to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at the year end.

Note 25 : Contingent Liabilities

'' in Crore

Particulars

As at

March 31, 2022

As at

March 31, 2021

1 Claims against the Company not acknowledged as debts

(a) Excise duty / Service Tax demands relating to disputed classification, post manufacturing expenses, assessable values, etc. which the Company has contested and is in appeal at various levels.

1.46

1.46

(b) Sales Tax demands relating to purchase tax on Branch Transfer / disallowance of high seas sales, etc. at various levels.

41.99

40.01

(c) Octroi demand relating to classification issue on import of Palm Stearine and interest thereon.

0.29

0.29

(d) Stamp duties claimed on certain properties which are under appeal by the Company.

1.82

1.82

(e) Income tax demands relating to disallowance against Section 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One etc. against which the Group has preferred appeals.

97.33

97.33

(f) Industrial relations matters under appeal.

0.35

0.38

(g) Others.

4.00

4.00

2 Surety Bonds

Surety Bonds given by the Company in respect of refund received from excise authority for exempted units of associate company - refer note 1 below.

32.56

40.24

Notes

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

The Corporate surety bond of '' 32.56 crore ( previous year '' 40.24 crore) 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 statements.

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 judgements/decisions pending with various forums/authorities.

4 The proposed Social Security Code, 2019, when promulgated, would subsume labour laws including Employees'' Provident Funds and Miscellaneous Provisions Act and amend the definition of wages on which the organisation and its employees are to contribute towards Provident Fund. The Company believes that there will be no significant impact on its contributions to Provident Fund due to the proposed amendments. Additionally, there is uncertainty and ambiguity in interpreting and giving effect to the guidelines of Hon. Supreme Court vide its ruling in February 2019, in relation to the scope of compensation on which the organisation and its employees are to contribute towards Provident Fund. The Company will evaluate its position and act, as clarity emerges.

1 a) An application was made to the Reserve Bank of India (RBI) on April 5, 2021 to seek its approval for change in shareholding and change in Directors of Ensemble Holdings & Finance Limited (a subsidiary of the Company) (renamed as Godrej Finance Limited w.e.f. November 03, 2021) by virtue of proposed transfer of shares from its existing shareholders (i.e. Godrej Industries Limited and its nominees) to Pyxis Holdings Limited (renamed as Godrej Capital Limited w.e.f October 26, 2021) a subsidiary of the Company. The RBI has approved the said proposal vide its letter dated June 2, 2021. The procedure for the change in the shareholding and directors, as per the guidelines of the RBI, has been completed. Effective August 24th 2021, Godrej Finance Limited has become a direct subsidiary of Godrej Capital Limited. Net Gain of '' 2.56 crores has been recorded on sale of holding in Godrej Finance Limited to Godrej Capital Limited in standalone financial statements of the Company.

b) During the previous year, the Company, consequent to the approvals received from the Board of Directors on May 17, 2019 and from the shareholders on June 25, 2019 consummated the sale of Natures Basket Limited (NBL) a wholly owned subsidiary of the Company to Spencer''s Retail Limited (SRL) on July 04, 2019 and received a sale consideration of '' 174.38 crore. Consequently, considering the provisions of Share Purchase Agreement (SPA) dated May 17, 2019 between the Company, NBL and SRL, exceptional gain of '' 1.27 crore was recorded due to recoveries from SRL pursuant to the SPA in the standalone financial statements for the year ended March 31,2021.

2) During the current financial year, the Company has reassessed the future economic benefits from certain plant and machinery and considering expected usage and market conditions it has recorded an exceptional expense of '' 66.57 crore to write down the Property, Plant and Equipment to estimated recoverable amount.

The applicable statutory tax rate for the years ended March 31,2022 is 25.168% (PY 25.168%). The Company has not recognised Deferred tax assets on unused tax losses and unused tax credits (refer note 5 below) as there is no reasonable certainity of availing the same in future years against normal taxes.

In the previous financial year, the Company has opted to adopt the new Concessional tax rate under section 115BAA of the Income Tax Act which was inserted in the Income Tax Act, 1961, by the Government of India on September 20, 2019 vide the Taxation Laws (Amendment) Ordinance 2019 with all the provisions/conditions stated therein.

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 is given in note 5 below.

As the Company does not have any intention to dispose off investments in unlisted subsidiaries and associates in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognised.

During the year, the Company has not accounted for tax credits in respect of Minimum Alternative Tax (MAT credit) of '' NIL crore (previous year '' Nil crores). 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 recognised a deferred tax asset for the same.

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.

The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31,2022.

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 6.70% p.a. has been considered based on the current investment pattern in Government securities.

4 Amounts Recognised as Expense :

i) Defined Contribution Plan

Employer''s Contribution to Provident Fund amounting to '' 4.41 crore (previous year '' 3.56 crore) has been included in Note 31 Employee Benefits Expenses

ii) Defined Benefit Plan

Gratuity cost amounting to '' 2.48 crore (previous year '' 2.29 crore) has been included in Note 31 Employee Benefits Expenses.

Note 40 : Employee Stock Benefit Plans 1 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 1, 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 '' 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 amortised over the vesting period.

* 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 credit worthiness 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.

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.

a. The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

b. The Company uses the Discounted Cash Flow valuation technique (in relation to financial assets measured at amortised cost and fair value through profit or loss) which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates. The fair value so determined for financial asset measured at fair value through profit and loss are classified as Level 2.

c. The Company uses the discounted cash flow valuation technique (in relation to financial liabilities measured at amortised cost) which involves determination of the present value of expected payments, discounted using bank rate.The fair value of non-convertible debentures is valued using FIMMDA guidelines.

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 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 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 and Bank balances and derivative transactions.

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 analysed 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 Corporates, 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 individual 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.

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.

4 Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates - 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 investments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

4(i) Currency risk

The Company is exposed to currency risk on account of its 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.

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.

4(iii) Commodity Price risk

The Company is exposed to commodity risks mainly due to price volatility in Palm oil derivatives and Rapeseed Oil. We enter into fixed price contracts with suppliers and in certain cases, enter into back to back sale contract with customers. We periodically review the open exposure of Raw material regularly. We also hedge the risk on commodities exchange.

Forward Contracts

The Company uses forward exchange contracts to hedge its foreign exchange exposure relating to the underlying transactions and firm commitment in accordance with its forex policy as determined by its Forex Committee. The Company does not use foreign exchange forward contracts for trading or speculation purposes. Forward Contracts outstanding as at March 31, 2022:

a) To the best of our knowledge and belief, the Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) To the best of our knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

Note 49 : Dividend On Equity Shares

The Company has not declared or paid any dividend during the year FY 2021-22.

Note 50

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 these standalone financial statements.

Note 51

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

Note 52

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

Note 53

Previous year figures have been regrouped/ reclassified wherever necessary, to conform to current period''s classification in order to comply with the requirements of the amended Schedule Ill of the Companies Act, 2013.


Mar 31, 2022

4. Rights, preferences and restrictions attached to

Equity Shares: The Company has one class of Equity shares having a par value of ^ 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

General reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Employee Stock Grants Outstanding

The employee stock grants outstanding account is used to recognise grant date fair value of options issued to employees under the Company''s stock grant plan.

Securities Premium

Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

The Board, in its meeting on May 9, 2022 has recommended a final dividend of ^ 9.50/- per equity share for the financial year ended March 31, 2022 subject to the approval at the Annual General Meeting. The cash outflow on account of dividend would be ^ 182.5 crore.

Note 25.1: Working Capital Demand Loans from Bank are at an interest rate of 7.10% (Previous year 6.80%) and is repayable within the next 3 months. This is secured against inventories and receivables.

Note 25.2: Commercial Paper carries interest rate of 3.25% to 4.33% (Previous year 3.50% to 3.67%) and are repayable within the next 3 months from the date of the Standalone financial statements.

Note 25.3: Working Capital Loans from Banks are at an Interest Rate of 4% to 7.40% and T Bill 0.20% to T Bill 1.70% (Previous Year T Bill 0.20% to T Bill 0.40%, Repo rate 0% and three months MCLR 0.15%). These loans are repayable on different dates upto 6 months from the date of the Standalone financial statements.

Note 39.1: Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 40: Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company''s contributions paid/payable to Regional Provident Fund at certain locations, Superannuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Standalone Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised ^ 10.54 crore For the year ended March 31, 2022 (Previous Year ^ 10.11 crore) towards provident fund contribution, ^ 0.47 crore For the year ended March 31, 2022 (Previous Year ^ 0.52 crore) towards employees'' state insurance contribution and ^ 0.48 crore For the year ended March 31, 2022 (Previous Year ^ 0.52 crore) towards superannuation fund contribution in the Standalone Statement of Profit and Loss.

Defined Benefit Plan:I. Provident Fund

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust''s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2022.

II. Gratuity

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee''s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. The Company has a Gratuity Trust and the Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31, 2022. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences For the year ended March 31, 2022 based on actuarial valuation using the projected accrued benefit method is ^ 4.38 crore (previous year ^ 0.10 crore)

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Standlone Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Performance Linked Variable Remuneration (PLVR) which is fully written off to the Standalone Statement of Profit & Loss. The Scheme rewards its employees based on the achievement of key performance indicators and profitability, as prescribed in the scheme.

Note 41: Share-based payment arrangements Description of share-based payment arrangements Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20, 2018.

The ESGS Scheme is effective from April 1, 2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee''s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakh) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lakh) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at Re. 10 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 Standalone financial statements and is amortised over the vesting period.

The Company has provided ^ 2.72 crore (Previous Year ^ 2.03 crore) for all the eligible employees for current year.

i. Risk management framework

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 42.2: 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 c ustomer 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company''s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of ^ 20.13 crore at March 31, 2022 (Previous Year ^ 33.48 crore). The cash and cash equivalents are held with bank and financial institution counterparties with good credit rating.

Note 42.3: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements, if any

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement.

The Company has sufficient current assets to manage the liquidity risk, if any, in relation to current financial liabilities. Note 42.4: Currency Risk 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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised.

Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases / services.

Exposure to currency risk

The summary quantitative data about the Company''s exposure to currency risk as reported to the management of the Company is as follows. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Note 42.5: Interest rate risk

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any borrowings 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 (bps) in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

The risk estimates provided assume a change of 100 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarized above. 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 year.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset/liabilities related to such investments has not been recognised.

Note 45: 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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company''s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''equity''. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings (excluding lease liability) less cash and cash equivalents. Equity comprises all components of equity.

Factors used to identify the entity''s reportable segments, including the basis of organization.

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1. Animal feed

2. Crop Protection

3. Vegetable Oil

4. Real Estate

5. Other Business Segment includes Seed Business and Energy Generation through Windmill\

Note 47: Contingent Liabilities

(^ in crore)

Particulars

March 31, 2022

March 31, 2021

Claims against the Company not acknowledged as debts:

(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the Company has contested and is in appeal at various levels.

21.67

20.24

(ii) Customs Matter

Customs duty demands relating to disputed classification which the Company has contested and is in appeal at various levels.

1.37

1.26

(iii) Income Tax

The company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the Order of the Assessing Officer in which they have disallowed against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One and cash deposited during demonetization period.

1.41

1.41

(iv) GST matters

GST demand pertains to disallowance of input tax credit claimed in Trans 1 & 2. The Company shall be filing an appeal against the impugned order in the GST Appellate Tribunal as and when the same is constituted

0.87

-

(v) Surety Bond issued on behalf of related party

1.21

1.21

(vi) Guarantees issued by the Banks and counter guaranteed by the Company

5.62

8.10

(vii) Letter of comfort issued to a bank on behalf of Subsidiary Company

25.00

-

(viii) Claims against the Company not acknowledged as debt

6.26

8.50

Note 47.1: Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note 47.2:The Hon''ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the Contingent liability section in the Standalone financial statements. The impact of the same is not ascertainable.

Note 49: Corporate Social Responsibility (CSR) expenditure

As per Section 135 of the Companies Act, 2013 a CSR Committee has been formed by the company. The funds are utilised during the year on activities which are specified in schedule VII of the Act. The utilisation is done by the way of direct contribution towards various activities. Gross amount required and amount approved by the Board to be spent by the company during the year ^ 6.73 crore (Previous year ^6.22 crore).

Note:

^ 1.43 crore remained unutilised for the Financial year 2021-22 which has been subsequently deposited in Unspent CSR Account.

^ 1.24 crore remained unutilised for the Financial year 2020-21 which has been spent subsequently in the Financial Year 2021-22.

Note 50: Assessment of impact of Covid-19 pandemic

The management has considered internal and certain external sources of information including economic forecasts and industry reports up to the date of approval of the financial statements in determining the impact on various elements of its financial statements. The management has used the principles of prudence in applying judgments, estimates and assumptions including sensitivity analysis and based on the current estimates, the management expects to fully recover the carrying amount of inventories, trade receivables, loans and advances and investments. The eventual outcome of impact of the global health pandemic may be different from those estimated as on the date of approval of the Standalone financial statements.

Note 51:With a view to focus on its core activities, the Company has partially sold the real estate project during the previous year to Godrej Properties Limited and the revenue of ^ Nil (Previous year : ^ 9.60 crore) has been included in other operating revenue and cost thereof has been included in the cost of material consumed.

Note 52: No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries."

Note 53: The amount reflected as "0.00" in Financials are values with less than ^ one lakh.

Note 58: The figures for the previous year have been regrouped/ reclassified to correspond with current year''s classification/ disclosures in order to comply with the requirements of the amended Schedule III to the Companies Act, 2013 w.e.f. April 1, 2021.


Mar 31, 2022

4. Rights, preferences and restrictions attached to

Equity Shares: The Company has one class of Equity shares having a par value of ^ 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

General reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Employee Stock Grants Outstanding

The employee stock grants outstanding account is used to recognise grant date fair value of options issued to employees under the Company''s stock grant plan.

Securities Premium

Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

The Board, in its meeting on May 9, 2022 has recommended a final dividend of ^ 9.50/- per equity share for the financial year ended March 31, 2022 subject to the approval at the Annual General Meeting. The cash outflow on account of dividend would be ^ 182.5 crore.

Note 25.1: Working Capital Demand Loans from Bank are at an interest rate of 7.10% (Previous year 6.80%) and is repayable within the next 3 months. This is secured against inventories and receivables.

Note 25.2: Commercial Paper carries interest rate of 3.25% to 4.33% (Previous year 3.50% to 3.67%) and are repayable within the next 3 months from the date of the Standalone financial statements.

Note 25.3: Working Capital Loans from Banks are at an Interest Rate of 4% to 7.40% and T Bill 0.20% to T Bill 1.70% (Previous Year T Bill 0.20% to T Bill 0.40%, Repo rate 0% and three months MCLR 0.15%). These loans are repayable on different dates upto 6 months from the date of the Standalone financial statements.

Note 39.1: Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 40: Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company''s contributions paid/payable to Regional Provident Fund at certain locations, Superannuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Standalone Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised ^ 10.54 crore For the year ended March 31, 2022 (Previous Year ^ 10.11 crore) towards provident fund contribution, ^ 0.47 crore For the year ended March 31, 2022 (Previous Year ^ 0.52 crore) towards employees'' state insurance contribution and ^ 0.48 crore For the year ended March 31, 2022 (Previous Year ^ 0.52 crore) towards superannuation fund contribution in the Standalone Statement of Profit and Loss.

Defined Benefit Plan:I. Provident Fund

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust''s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2022.

II. Gratuity

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee''s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. The Company has a Gratuity Trust and the Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31, 2022. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences For the year ended March 31, 2022 based on actuarial valuation using the projected accrued benefit method is ^ 4.38 crore (previous year ^ 0.10 crore)

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Standlone Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Performance Linked Variable Remuneration (PLVR) which is fully written off to the Standalone Statement of Profit & Loss. The Scheme rewards its employees based on the achievement of key performance indicators and profitability, as prescribed in the scheme.

Note 41: Share-based payment arrangements Description of share-based payment arrangements Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20, 2018.

The ESGS Scheme is effective from April 1, 2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee''s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakh) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lakh) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at Re. 10 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 Standalone financial statements and is amortised over the vesting period.

The Company has provided ^ 2.72 crore (Previous Year ^ 2.03 crore) for all the eligible employees for current year.

i. Risk management framework

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 42.2: 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 c ustomer 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company''s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of ^ 20.13 crore at March 31, 2022 (Previous Year ^ 33.48 crore). The cash and cash equivalents are held with bank and financial institution counterparties with good credit rating.

Note 42.3: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements, if any

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement.

The Company has sufficient current assets to manage the liquidity risk, if any, in relation to current financial liabilities. Note 42.4: Currency Risk 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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised.

Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases / services.

Exposure to currency risk

The summary quantitative data about the Company''s exposure to currency risk as reported to the management of the Company is as follows. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Note 42.5: Interest rate risk

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any borrowings 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 (bps) in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

The risk estimates provided assume a change of 100 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarized above. 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 year.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset/liabilities related to such investments has not been recognised.

Note 45: 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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company''s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''equity''. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings (excluding lease liability) less cash and cash equivalents. Equity comprises all components of equity.

Factors used to identify the entity''s reportable segments, including the basis of organization.

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1. Animal feed

2. Crop Protection

3. Vegetable Oil

4. Real Estate

5. Other Business Segment includes Seed Business and Energy Generation through Windmill\

Note 47: Contingent Liabilities

(^ in crore)

Particulars

March 31, 2022

March 31, 2021

Claims against the Company not acknowledged as debts:

(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the Company has contested and is in appeal at various levels.

21.67

20.24

(ii) Customs Matter

Customs duty demands relating to disputed classification which the Company has contested and is in appeal at various levels.

1.37

1.26

(iii) Income Tax

The company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the Order of the Assessing Officer in which they have disallowed against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One and cash deposited during demonetization period.

1.41

1.41

(iv) GST matters

GST demand pertains to disallowance of input tax credit claimed in Trans 1 & 2. The Company shall be filing an appeal against the impugned order in the GST Appellate Tribunal as and when the same is constituted

0.87

-

(v) Surety Bond issued on behalf of related party

1.21

1.21

(vi) Guarantees issued by the Banks and counter guaranteed by the Company

5.62

8.10

(vii) Letter of comfort issued to a bank on behalf of Subsidiary Company

25.00

-

(viii) Claims against the Company not acknowledged as debt

6.26

8.50

Note 47.1: Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note 47.2:The Hon''ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the Contingent liability section in the Standalone financial statements. The impact of the same is not ascertainable.

Note 49: Corporate Social Responsibility (CSR) expenditure

As per Section 135 of the Companies Act, 2013 a CSR Committee has been formed by the company. The funds are utilised during the year on activities which are specified in schedule VII of the Act. The utilisation is done by the way of direct contribution towards various activities. Gross amount required and amount approved by the Board to be spent by the company during the year ^ 6.73 crore (Previous year ^6.22 crore).

Note:

^ 1.43 crore remained unutilised for the Financial year 2021-22 which has been subsequently deposited in Unspent CSR Account.

^ 1.24 crore remained unutilised for the Financial year 2020-21 which has been spent subsequently in the Financial Year 2021-22.

Note 50: Assessment of impact of Covid-19 pandemic

The management has considered internal and certain external sources of information including economic forecasts and industry reports up to the date of approval of the financial statements in determining the impact on various elements of its financial statements. The management has used the principles of prudence in applying judgments, estimates and assumptions including sensitivity analysis and based on the current estimates, the management expects to fully recover the carrying amount of inventories, trade receivables, loans and advances and investments. The eventual outcome of impact of the global health pandemic may be different from those estimated as on the date of approval of the Standalone financial statements.

Note 51:With a view to focus on its core activities, the Company has partially sold the real estate project during the previous year to Godrej Properties Limited and the revenue of ^ Nil (Previous year : ^ 9.60 crore) has been included in other operating revenue and cost thereof has been included in the cost of material consumed.

Note 52: No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries."

Note 53: The amount reflected as "0.00" in Financials are values with less than ^ one lakh.

Note 58: The figures for the previous year have been regrouped/ reclassified to correspond with current year''s classification/ disclosures in order to comply with the requirements of the amended Schedule III to the Companies Act, 2013 w.e.f. April 1, 2021.


Mar 31, 2022

4. Rights, preferences and restrictions attached to

Equity Shares: The Company has one class of Equity shares having a par value of ^ 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

General reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Employee Stock Grants Outstanding

The employee stock grants outstanding account is used to recognise grant date fair value of options issued to employees under the Company''s stock grant plan.

Securities Premium

Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

The Board, in its meeting on May 9, 2022 has recommended a final dividend of ^ 9.50/- per equity share for the financial year ended March 31, 2022 subject to the approval at the Annual General Meeting. The cash outflow on account of dividend would be ^ 182.5 crore.

Note 25.1: Working Capital Demand Loans from Bank are at an interest rate of 7.10% (Previous year 6.80%) and is repayable within the next 3 months. This is secured against inventories and receivables.

Note 25.2: Commercial Paper carries interest rate of 3.25% to 4.33% (Previous year 3.50% to 3.67%) and are repayable within the next 3 months from the date of the Standalone financial statements.

Note 25.3: Working Capital Loans from Banks are at an Interest Rate of 4% to 7.40% and T Bill 0.20% to T Bill 1.70% (Previous Year T Bill 0.20% to T Bill 0.40%, Repo rate 0% and three months MCLR 0.15%). These loans are repayable on different dates upto 6 months from the date of the Standalone financial statements.

Note 39.1: Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 40: Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company''s contributions paid/payable to Regional Provident Fund at certain locations, Superannuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Standalone Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised ^ 10.54 crore For the year ended March 31, 2022 (Previous Year ^ 10.11 crore) towards provident fund contribution, ^ 0.47 crore For the year ended March 31, 2022 (Previous Year ^ 0.52 crore) towards employees'' state insurance contribution and ^ 0.48 crore For the year ended March 31, 2022 (Previous Year ^ 0.52 crore) towards superannuation fund contribution in the Standalone Statement of Profit and Loss.

Defined Benefit Plan:I. Provident Fund

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust''s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2022.

II. Gratuity

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee''s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. The Company has a Gratuity Trust and the Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31, 2022. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences For the year ended March 31, 2022 based on actuarial valuation using the projected accrued benefit method is ^ 4.38 crore (previous year ^ 0.10 crore)

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Standlone Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Performance Linked Variable Remuneration (PLVR) which is fully written off to the Standalone Statement of Profit & Loss. The Scheme rewards its employees based on the achievement of key performance indicators and profitability, as prescribed in the scheme.

Note 41: Share-based payment arrangements Description of share-based payment arrangements Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20, 2018.

The ESGS Scheme is effective from April 1, 2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee''s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakh) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lakh) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at Re. 10 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 Standalone financial statements and is amortised over the vesting period.

The Company has provided ^ 2.72 crore (Previous Year ^ 2.03 crore) for all the eligible employees for current year.

i. Risk management framework

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 42.2: 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 c ustomer 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company''s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of ^ 20.13 crore at March 31, 2022 (Previous Year ^ 33.48 crore). The cash and cash equivalents are held with bank and financial institution counterparties with good credit rating.

Note 42.3: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements, if any

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement.

The Company has sufficient current assets to manage the liquidity risk, if any, in relation to current financial liabilities. Note 42.4: Currency Risk 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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised.

Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases / services.

Exposure to currency risk

The summary quantitative data about the Company''s exposure to currency risk as reported to the management of the Company is as follows. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Note 42.5: Interest rate risk

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any borrowings 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 (bps) in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

The risk estimates provided assume a change of 100 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarized above. 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 year.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset/liabilities related to such investments has not been recognised.

Note 45: 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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company''s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''equity''. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings (excluding lease liability) less cash and cash equivalents. Equity comprises all components of equity.

Factors used to identify the entity''s reportable segments, including the basis of organization.

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1. Animal feed

2. Crop Protection

3. Vegetable Oil

4. Real Estate

5. Other Business Segment includes Seed Business and Energy Generation through Windmill\

Note 47: Contingent Liabilities

(^ in crore)

Particulars

March 31, 2022

March 31, 2021

Claims against the Company not acknowledged as debts:

(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the Company has contested and is in appeal at various levels.

21.67

20.24

(ii) Customs Matter

Customs duty demands relating to disputed classification which the Company has contested and is in appeal at various levels.

1.37

1.26

(iii) Income Tax

The company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the Order of the Assessing Officer in which they have disallowed against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One and cash deposited during demonetization period.

1.41

1.41

(iv) GST matters

GST demand pertains to disallowance of input tax credit claimed in Trans 1 & 2. The Company shall be filing an appeal against the impugned order in the GST Appellate Tribunal as and when the same is constituted

0.87

-

(v) Surety Bond issued on behalf of related party

1.21

1.21

(vi) Guarantees issued by the Banks and counter guaranteed by the Company

5.62

8.10

(vii) Letter of comfort issued to a bank on behalf of Subsidiary Company

25.00

-

(viii) Claims against the Company not acknowledged as debt

6.26

8.50

Note 47.1: Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note 47.2:The Hon''ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the Contingent liability section in the Standalone financial statements. The impact of the same is not ascertainable.

Note 49: Corporate Social Responsibility (CSR) expenditure

As per Section 135 of the Companies Act, 2013 a CSR Committee has been formed by the company. The funds are utilised during the year on activities which are specified in schedule VII of the Act. The utilisation is done by the way of direct contribution towards various activities. Gross amount required and amount approved by the Board to be spent by the company during the year ^ 6.73 crore (Previous year ^6.22 crore).

Note:

^ 1.43 crore remained unutilised for the Financial year 2021-22 which has been subsequently deposited in Unspent CSR Account.

^ 1.24 crore remained unutilised for the Financial year 2020-21 which has been spent subsequently in the Financial Year 2021-22.

Note 50: Assessment of impact of Covid-19 pandemic

The management has considered internal and certain external sources of information including economic forecasts and industry reports up to the date of approval of the financial statements in determining the impact on various elements of its financial statements. The management has used the principles of prudence in applying judgments, estimates and assumptions including sensitivity analysis and based on the current estimates, the management expects to fully recover the carrying amount of inventories, trade receivables, loans and advances and investments. The eventual outcome of impact of the global health pandemic may be different from those estimated as on the date of approval of the Standalone financial statements.

Note 51:With a view to focus on its core activities, the Company has partially sold the real estate project during the previous year to Godrej Properties Limited and the revenue of ^ Nil (Previous year : ^ 9.60 crore) has been included in other operating revenue and cost thereof has been included in the cost of material consumed.

Note 52: No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries."

Note 53: The amount reflected as "0.00" in Financials are values with less than ^ one lakh.

Note 58: The figures for the previous year have been regrouped/ reclassified to correspond with current year''s classification/ disclosures in order to comply with the requirements of the amended Schedule III to the Companies Act, 2013 w.e.f. April 1, 2021.


Mar 31, 2022

4. Rights, preferences and restrictions attached to

Equity Shares: The Company has one class of Equity shares having a par value of ^ 10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

General reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Employee Stock Grants Outstanding

The employee stock grants outstanding account is used to recognise grant date fair value of options issued to employees under the Company''s stock grant plan.

Securities Premium

Securities Premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

The Board, in its meeting on May 9, 2022 has recommended a final dividend of ^ 9.50/- per equity share for the financial year ended March 31, 2022 subject to the approval at the Annual General Meeting. The cash outflow on account of dividend would be ^ 182.5 crore.

Note 25.1: Working Capital Demand Loans from Bank are at an interest rate of 7.10% (Previous year 6.80%) and is repayable within the next 3 months. This is secured against inventories and receivables.

Note 25.2: Commercial Paper carries interest rate of 3.25% to 4.33% (Previous year 3.50% to 3.67%) and are repayable within the next 3 months from the date of the Standalone financial statements.

Note 25.3: Working Capital Loans from Banks are at an Interest Rate of 4% to 7.40% and T Bill 0.20% to T Bill 1.70% (Previous Year T Bill 0.20% to T Bill 0.40%, Repo rate 0% and three months MCLR 0.15%). These loans are repayable on different dates upto 6 months from the date of the Standalone financial statements.

Note 39.1: Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 40: Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company''s contributions paid/payable to Regional Provident Fund at certain locations, Superannuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Standalone Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised ^ 10.54 crore For the year ended March 31, 2022 (Previous Year ^ 10.11 crore) towards provident fund contribution, ^ 0.47 crore For the year ended March 31, 2022 (Previous Year ^ 0.52 crore) towards employees'' state insurance contribution and ^ 0.48 crore For the year ended March 31, 2022 (Previous Year ^ 0.52 crore) towards superannuation fund contribution in the Standalone Statement of Profit and Loss.

Defined Benefit Plan:I. Provident Fund

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust''s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2022.

II. Gratuity

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee''s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. The Company has a Gratuity Trust and the Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31, 2022. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences For the year ended March 31, 2022 based on actuarial valuation using the projected accrued benefit method is ^ 4.38 crore (previous year ^ 0.10 crore)

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Standlone Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Performance Linked Variable Remuneration (PLVR) which is fully written off to the Standalone Statement of Profit & Loss. The Scheme rewards its employees based on the achievement of key performance indicators and profitability, as prescribed in the scheme.

Note 41: Share-based payment arrangements Description of share-based payment arrangements Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20, 2018.

The ESGS Scheme is effective from April 1, 2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee''s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakh) fully paid up equity shares of the Company. Not more than 5,00,000 (Five Lakh) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at Re. 10 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 Standalone financial statements and is amortised over the vesting period.

The Company has provided ^ 2.72 crore (Previous Year ^ 2.03 crore) for all the eligible employees for current year.

i. Risk management framework

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 42.2: 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 c ustomer 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company''s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of ^ 20.13 crore at March 31, 2022 (Previous Year ^ 33.48 crore). The cash and cash equivalents are held with bank and financial institution counterparties with good credit rating.

Note 42.3: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements, if any

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement.

The Company has sufficient current assets to manage the liquidity risk, if any, in relation to current financial liabilities. Note 42.4: Currency Risk 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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised.

Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases / services.

Exposure to currency risk

The summary quantitative data about the Company''s exposure to currency risk as reported to the management of the Company is as follows. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Note 42.5: Interest rate risk

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any borrowings 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 (bps) in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

The risk estimates provided assume a change of 100 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarized above. 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 year.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset/liabilities related to such investments has not been recognised.

Note 45: 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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company''s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''equity''. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings (excluding lease liability) less cash and cash equivalents. Equity comprises all components of equity.

Factors used to identify the entity''s reportable segments, including the basis of organization.

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1. Animal feed

2. Crop Protection

3. Vegetable Oil

4. Real Estate

5. Other Business Segment includes Seed Business and Energy Generation through Windmill\

Note 47: Contingent Liabilities

(^ in crore)

Particulars

March 31, 2022

March 31, 2021

Claims against the Company not acknowledged as debts:

(i) Excise Matter

Excise duty demands relating to disputed classification, assessable values, availment of credit etc. which the Company has contested and is in appeal at various levels.

21.67

20.24

(ii) Customs Matter

Customs duty demands relating to disputed classification which the Company has contested and is in appeal at various levels.

1.37

1.26

(iii) Income Tax

The company has preferred an appeal before the Commissioner of Income Tax (Appeals) against the Order of the Assessing Officer in which they have disallowed against sec. 14A in respect of exempt income, Depreciation on Land/ rights in Land of Godrej One and cash deposited during demonetization period.

1.41

1.41

(iv) GST matters

GST demand pertains to disallowance of input tax credit claimed in Trans 1 & 2. The Company shall be filing an appeal against the impugned order in the GST Appellate Tribunal as and when the same is constituted

0.87

-

(v) Surety Bond issued on behalf of related party

1.21

1.21

(vi) Guarantees issued by the Banks and counter guaranteed by the Company

5.62

8.10

(vii) Letter of comfort issued to a bank on behalf of Subsidiary Company

25.00

-

(viii) Claims against the Company not acknowledged as debt

6.26

8.50

Note 47.1: Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note 47.2:The Hon''ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the Contingent liability section in the Standalone financial statements. The impact of the same is not ascertainable.

Note 49: Corporate Social Responsibility (CSR) expenditure

As per Section 135 of the Companies Act, 2013 a CSR Committee has been formed by the company. The funds are utilised during the year on activities which are specified in schedule VII of the Act. The utilisation is done by the way of direct contribution towards various activities. Gross amount required and amount approved by the Board to be spent by the company during the year ^ 6.73 crore (Previous year ^6.22 crore).

Note:

^ 1.43 crore remained unutilised for the Financial year 2021-22 which has been subsequently deposited in Unspent CSR Account.

^ 1.24 crore remained unutilised for the Financial year 2020-21 which has been spent subsequently in the Financial Year 2021-22.

Note 50: Assessment of impact of Covid-19 pandemic

The management has considered internal and certain external sources of information including economic forecasts and industry reports up to the date of approval of the financial statements in determining the impact on various elements of its financial statements. The management has used the principles of prudence in applying judgments, estimates and assumptions including sensitivity analysis and based on the current estimates, the management expects to fully recover the carrying amount of inventories, trade receivables, loans and advances and investments. The eventual outcome of impact of the global health pandemic may be different from those estimated as on the date of approval of the Standalone financial statements.

Note 51:With a view to focus on its core activities, the Company has partially sold the real estate project during the previous year to Godrej Properties Limited and the revenue of ^ Nil (Previous year : ^ 9.60 crore) has been included in other operating revenue and cost thereof has been included in the cost of material consumed.

Note 52: No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries."

Note 53: The amount reflected as "0.00" in Financials are values with less than ^ one lakh.

Note 58: The figures for the previous year have been regrouped/ reclassified to correspond with current year''s classification/ disclosures in order to comply with the requirements of the amended Schedule III to the Companies Act, 2013 w.e.f. April 1, 2021.


Mar 31, 2021

(a) The Company’s investment property under construction consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property under construction during the previous year.

(c) The Company has no restriction on the realisability of its investment property under construction.

(d) Though the Company measures investment property under construction using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of investment property under construction is based on Sales Comparison method which is INR 8.73 Crore (Previous Year: INR 21.78 Crore). Fair valuation of an investment property under construction which is at initial design concept stage is based on Cost method which is INR 3.23 Crore (Previous Year: INR Nil). The fair value measurement is categorised in level 3 fair value hierarchy.

(f) Refer Note 48 for disclosure of Capital Commitments for acquisition of property, plant and equipment and investment property.

(a) The Company’s investment property consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property during the previous year.

(c) The Company has no restriction on the realisability of its investment property and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

(d) Though the Company measures investment property using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of Retail Properties is based on Sales Comparison Method which is INR 27.85 Crore (Previous Year: INR 11.40 Crore) and Commercial Properties is based on Sales Comparison Method, which is INR 9.56 Crore (Previous Year: INR 9.38 Crore based on Rent Capitalization Method). The fair value measurement is categorised in level 3 fair value hierarchy.

d) The Company has recognised deferred tax asset to the extent that the same will be recoverable using the estimated future taxable income based on the approved business plans and budgets of the Company.The Company is expected to genrate taxable income in upcoming years. The business losses can be carried forward for a period of 8 years as per the tax regulations and the Company expects to recover the losses.

e) Section 115BAA of the Income Tax Act, 1961, provides an option to companies for paying income tax at reduced rates in accordance with the provisions/conditions defined in the said section and accordingly, the Company has decided to adopt the new tax rate and recognised provision for income tax on the basis of the rate prescribed in the said section and remeasured its deferred tax assets/liabilities accordingly for the year ended March 31,2021.

f) Deferred tax assets amounting to INR 26.85 Crore (Previous Year: INR 15.26 Crore) have not been recognised in respect of expected credit loss on investments and other assets due to uncertainty as at the current date with respect to future realisation.

g) As per the Company’s assessment, there are no material income tax uncertainties over income tax treatments during the current and previous financial year.

(a) Includes

(i) Balances with Banks in current accounts includes INR 0.02 Crore (Previous Year: INR 0.03 Crore) is on account of earmarked balance for unclaimed dividend.

(ii) Balances with Banks in current accounts includes INR 0.42 Crore (Previous Year: INR 0.54 Crore) received from flat buyers towards maintenance charges.

(b) Includes

(i) INR 49.41 Crore (Previous Year: INR 40.01 Crore) received from flat buyers and held in trust on their behalf in a corpus fund and towards maintenance charges.

(ii) Deposits held as Deposit Repayment Reserve amounting to INR 0.10 Crore (Previous Year: INR 0.10 Crore).

(iii) Fixed deposits held as margin money and lien marked for issuing bank guarantees amounting to INR 0.20 Crore (Previous Year: INR 0.19 Crore).

20 Other Current Non Financial Assets

(a) Advance to Suppliers and Contractors includes advances amounting to INR 2.50 Crore (Previous Year: INR 1.35 Crore) secured against bank guarantees.

(b) Includes amount unbilled to a director INR Nil (Previous Year: INR 0.98 Crore) and entities where directors are interested, viz. Godrej Redevelopers (Mumbai) Private Limited INR 0.19 Crore (Previous Year: INR Nil).

(c) Net of provision of INR 5.98 Crore (Previous Year: INR Nil).

21 Equity Share Capital

g) Rights, preferences and restrictions attached to Equity shares

The Company has only one class of equity shares 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.

(a) The Working Capital Loan (WCL) of INR 715 Crore (Previous Year: INR 500 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable Property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) The WCL of INR 210 Crore (Previous Year: INR 400 Crore) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary).

(b) The Cash Credit (CC) of INR 120.99 Crore (Previous Year: INR 110.48 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecationofCurrentAssetsexcludingwork-in-progress of GodrejProjectsDevelopmentLimited(whollyownedsubsidiary). The Cash Credit (CC) of INR 0.16 Crore (Previous Year: INR Nil) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary). Cash Credit availed from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and is payable on demand.

(c) Unsecured Overdraft facilities from Banks is repayable on demand.

(d) Other Loans includes Unsecured Term Loan, Unsecured Working Capital Loans and Commercial Papers. Term Loan and Working Capital Loans are repayable within one year and Commercial Papers are repayable within 16 to 177 days.

b) Measurement of Fair Value

(i) The fair values of investments in mutual fund units is based on the net asset value (''NAV'') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

(ii) The Company uses the Discounted Cash Flow valuation technique (in relation to financial assets measured at amortised cost and fair value through profit or loss) which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates. The fair value so determined for financial asset measured at fair value through profit and loss are classified as Level 2.

(iii) The Company uses the discounted cash flow valuation technique (in relation to financial liabilities measured at amortised cost) which involves determination of the present value of expected payments, discounted using bank rate. The fair value of non-convertible debentures is valued using FIMMDA guidelines.

(iv) For financial assets that are measured at fair value under Level 3, the carrying amounts are equal to the fair values.

(v) Lease liabilities are valued using Level 3 techniques. A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.

(vi) The sensitivity analysis below for lease liabilities have been determined based on reasonablly possible changes of the discounting rate occuring at the end of the reporting period, while holding all other assumptions constant. If the discounting rate is 50 basis points higher/(lower), would decrease by INR 0.01 crore (Increase by INR 0.01 crore).

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.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

Investment in Securities, Loans to Related Parties, Project Deposits and Other Financial Assets

The Company has investments in compulsorily convertible debentures / optionally convertible debentures, preference shares, loans to related parties and project deposits. The settlement of such instruments is linked to the completion of the respective underlying projects. The movement in the provision for expected credit loss due to lifetime expected credit loss during the year are as follows:

The Company has recorded provision / expected credit loss on investment in debt and equity instruments of INR 35.43 Crore (Net of impairment reversal) (Previous Year: INR 54.18 Crore), other current financial assets of INR 11.63 Crore (Previous Year: INR 5 Crore).

As at March 31, 2021, the Company had secured project deposits of INR 5.48 Crore (Previous Year: INR 5.48 Crore) and unsecured loans given to related parties of INR 16.65 Crore (Previous Year: INR 16.65 Crore), which have been considered as doubtful by the Company. The Company has fully provided such doubtful project deposits and unsecured loans as at March 31,2021 (Previous Year provision : INR Nil). The Company does not have any Loans for which credit risk has increased significantly in the current and previous year.

(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 capital and debt markets through loan from banks, commercial papers and other debt & equity instruments. The Company invests its surplus funds in bank fixed deposits and debt based mutual funds.

(iii) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rate and interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency Risk

Currency risk is not material, as the Company’s primary business activities are within India and does not have significant exposure in foreign currency.

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 capitalises 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 capitalised. 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.

40 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 seek 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 (including interest accrued) less cash and bank balances and other current investments.

41 Employee Stock Grant Scheme

b) The weighted average exercise price of the options outstanding as at March 31,2021 is INR 5 per share (Previous year: INR 5 per share) and the weighted average remaining contractual life of the options outstanding as at March 31, 2021 is 0.89 years (Previous year: 0.74 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 880.46 (Previous year: INR 756.42). The following table lists the average inputs to the model used for the plan for the year ended March31,2021:

42 Leases

a) The Company has recognised INR 3.45 Crore (Previous Year: INR 2.28 Crore) towards minimum lease payments for shortterm leases and INR 0.37 Crore (Previous Year: INR 0.13 Crore) for low-value assets accounted as per paragraph 6 of IND AS 116 and INR 1.17 Crore (Previous Year:INR 2.81 Crore) minimum lease receipt in the Standalone Statement of Profit and Loss.

b) As a lessor

The Company’s significant leasing arrangements are in respect of operating leases for Commercial premises. Lease income from operating leases is recognised on a straight-line basis over the period of lease. The future minimum lease receivables of non-cancellable operating leases are as under:

(c) Performance obligation

The Company engaged primarily in the business of real estate construction, development and other related activities.

All the Contracts entered with the customers consists of a single performance obligation thereby the consideration allocated to the performance obligation is based on standalone selling prices.

Revenue is recognised upon transfer of control of residential and commercial units to customers for an amount that reflects the consideration which the Company expects to receive in exchange for those units. The trigger for revenue recognition is normally completion of the project or receipt of approvals on completion from relevant authorities or intimation to the customer of completion, post which the contract becomes non-cancellable by the parties.

The revenue is measured at the transaction price agreed under the contract. In certain cases, the Company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company adjusts the transaction price for the effects of a significant financing component.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company’s input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other forms of variable consideration.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognises the entire estimated loss in the period the loss becomes known.

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as at March 31, 2021 is INR 1,374.15 Crore (Previous Year: INR 648.58 Crore), of which INR 997.79 Crore (Previous Year: INR 179.16 Crore), which will be recognised as revenue over a period of 1-2 years and INR 376.36 Crore (Previous Year: INR 469.42 Crore) which will be recognised over a period of 2-4 years.

(d) Reconciliation of revenue recognised in the Standalone Statement of Profit and Loss

The following table discloses the reconciliation of amount of revenue recognised as at 31 March 2021:

47 Scheme of Amalgamation

Amalgamation of Wonder Space Properties Private Limited (WSPPL) with Godrej Properties Limited (GPL) :

Pursuant to the Scheme of Amalgamation (the Scheme) under Section 230 to 240 of the Companies Act, 2013 sanctioned by the

National Company Law Tribunal at Mumbai Bench on September 14, 2020 and filed with the Registrar of Companies (RoC) on

October 26, 2020, WSPPL, a 100% Subsidiary of Godrej Properties Limited (GPL), is amalgamated with GPL w.e.f. April 05, 2019,

the Appointed Date.

As per the said Scheme:

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

ii) 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 Standalone Statement of Profit and Loss during the year ended March 31,2020.

iii) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 Business Combinations, the Standalone Financial Statements of GPL for the year ended March 31, 2020 have been restated from the Appointed Date when the business combination had occurred.

Impact on the Standalone Balance Sheet and Standalone Statement of Profit and Loss:

The impact of amalgamation on the Balance Sheet and Statement of Profit and Loss due to the above amalgamations are

summarised as below:

48 Contingent Liabilities and Commitments

a)

Contingent Liabilities

Matters

March 31,2021

March 31, 2020 (Restated)

I)

Claims against Company not Acknowledged as debts:

i)

Claims not acknowledged as debts represent cases filed by parties in the Consumer forum, Civil Court and High Court and disputed by the Company as advised by advocates. In the opinion of the management the claims are not sustainable

194.90

36.98

ii)

Claims under Income Tax Act, Appeal preferred to The Deputy Commissioner/ Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal

11.65

10.91

iii)

Claims under VAT, Appeal preferred to The Deputy Commissioner/Joint Commissioner of Sales Taxes (Appeals)

14.72

13.73

iv)

Appeal preferred to Customs, Excise and Service Tax Appellate tribunal.

69.89

61.65

v)

Appeal under GST, preferred before Mumbai High Court

13.21

-

vi)

Appeal under GST, to be preferred before Commissioner Appeals

0.06

-

vii)

Appeal preferred to The Joint Commissioner of Sales Tax (Appeal -4) at Maharashtra under Entry of Goods Into Local Areas Act, 2002

0.79

0.77

II)

Guarantees:

i)

Guarantees given by Bank, counter guaranteed by the Company

177.72

36.02

ii)

Guarantees given by the Company

7.29

13.10

b) The Hon’ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal. In view of the management, the liability for the period from date of the SC order to 31 March 2019 is not significant and has been provided in the books of account. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

c) Commitments

(i) Particulars

March 31, 2021

March 31, 2020 (Restated)

Capital Commitment (includes Capital work-in-progress and Investment Property under construction) (Net of advance)

17.54

31.76

(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.

(iv) The Company will arrange funds / subscribe to further capital to support continuing operations in certain subsidiaries and joint ventures (jointly with the shareholders / Partners of the respective joint ventures), if required, based upon operation of such entities. The Company expects the said subsidiaries and joint ventures to meet its obligations and no liability on this account is anticipated.

50 Foreign Exchange Difference

The amount of exchange difference included in the Standalone Statement of Profit and Loss, is INR 0.06 Crore (Net Loss) (Previous Year: INR 0.22 Crore (Net Gain)).

51 Other Expenses includes provision for expected credit loss on investments and other assets of INR 80.41 Crore (Previous Year: 66.63 Crore) and financial assets written off INR 10.42 Crore (Previous Year: INR Nil).

52 Corporate Social Responsibility

The Company has spent INR 6.35 Crore* (Previous Year: INR 2.57 Crore) and created provision for unspent amount of INR 0.91 Crore during the year 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 6.71 Crore. (Previous Year: INR 3.13 Crore)

54 Segment Reporting

A. Basis of Segmentation

Factors used to identify the entity''s reportable segments, including the basis of organisation

For management purposes, the Company has only one reportable segment namely, Development of real estate property. The Managing Director of the Company acts as the Chief Operating Decision Maker ("CODM"). The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators viz. Profit after tax. (Refer note 29)

B. Geographical Information

The geographic information analyses the Company’s revenue and Non-Current Assets other than financial instruments, deferred tax assets, post-employment benefit assets by the Company’s country of domicile and other countries. As the Company is engaged in Development of Real Estate property in India, it has only one reportable geographical segment.

C. Information about major customers

Revenue from one customer is INR 195.20 Crore for the year ended March 31,2021 (Previous Year: INR Nil) constituted more than 10% of the total revenue of the Company.

55 The write-down of inventories to net realisable value during the year amounted to INR 105.71 Crore (Previous Year: INR 27.74 Crore).

57 The Company has assessed the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of Receivables, Inventories, Investments and other assets / liabilities. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external sources of information. As on current date, the Company has concluded that the impact of COVID - 19 is not material based on these estimates. Due to the nature of the pandemic, the Company will continue to monitor developments to identify significant uncertainties in future periods, if any.

58 As per the approvals secured by the Company under relevant provisions of DCR Regulations, 1991 / DCPR 2034, the Company had obligation to handover 35,618.85 sqmt of land to The Municipal Corporation of Greater Mumbai (MCGM). The Company is entitled to receive the Transferable Development Rights (TDR) of 71,237.70 sqm, in lieu of land earmarked and handover to MCGM. The handover of the physical possession of the earmarked land has been completed during the month of February 2021. Based upon receipt of Possession Receipts of Land handed over obtained from MCGM, the Company has recognised the entitlement of TDR as revenue and reflected under Revenue from operations (Refer Note 29) based upon valuation report obtained from registered valuer at INR 195.20 Crore. This TDR forms part of the inventory and is reflected as such (Refer Note 13).

59 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

60 Cash and Cash Equivalents and Bank Balances includes balances in Escrow Account which shall be used only for specified purposes as defined under Real Estate (Regulation and Development) Act, 2016.


Mar 31, 2021

(a) The Company’s investment property under construction consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property under construction during the previous year.

(c) The Company has no restriction on the realisability of its investment property under construction.

(d) Though the Company measures investment property under construction using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of investment property under construction is based on Sales Comparison method which is INR 8.73 Crore (Previous Year: INR 21.78 Crore). Fair valuation of an investment property under construction which is at initial design concept stage is based on Cost method which is INR 3.23 Crore (Previous Year: INR Nil). The fair value measurement is categorised in level 3 fair value hierarchy.

(f) Refer Note 48 for disclosure of Capital Commitments for acquisition of property, plant and equipment and investment property.

(a) The Company’s investment property consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property during the previous year.

(c) The Company has no restriction on the realisability of its investment property and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

(d) Though the Company measures investment property using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of Retail Properties is based on Sales Comparison Method which is INR 27.85 Crore (Previous Year: INR 11.40 Crore) and Commercial Properties is based on Sales Comparison Method, which is INR 9.56 Crore (Previous Year: INR 9.38 Crore based on Rent Capitalization Method). The fair value measurement is categorised in level 3 fair value hierarchy.

d) The Company has recognised deferred tax asset to the extent that the same will be recoverable using the estimated future taxable income based on the approved business plans and budgets of the Company.The Company is expected to genrate taxable income in upcoming years. The business losses can be carried forward for a period of 8 years as per the tax regulations and the Company expects to recover the losses.

e) Section 115BAA of the Income Tax Act, 1961, provides an option to companies for paying income tax at reduced rates in accordance with the provisions/conditions defined in the said section and accordingly, the Company has decided to adopt the new tax rate and recognised provision for income tax on the basis of the rate prescribed in the said section and remeasured its deferred tax assets/liabilities accordingly for the year ended March 31,2021.

f) Deferred tax assets amounting to INR 26.85 Crore (Previous Year: INR 15.26 Crore) have not been recognised in respect of expected credit loss on investments and other assets due to uncertainty as at the current date with respect to future realisation.

g) As per the Company’s assessment, there are no material income tax uncertainties over income tax treatments during the current and previous financial year.

(a) Includes

(i) Balances with Banks in current accounts includes INR 0.02 Crore (Previous Year: INR 0.03 Crore) is on account of earmarked balance for unclaimed dividend.

(ii) Balances with Banks in current accounts includes INR 0.42 Crore (Previous Year: INR 0.54 Crore) received from flat buyers towards maintenance charges.

(b) Includes

(i) INR 49.41 Crore (Previous Year: INR 40.01 Crore) received from flat buyers and held in trust on their behalf in a corpus fund and towards maintenance charges.

(ii) Deposits held as Deposit Repayment Reserve amounting to INR 0.10 Crore (Previous Year: INR 0.10 Crore).

(iii) Fixed deposits held as margin money and lien marked for issuing bank guarantees amounting to INR 0.20 Crore (Previous Year: INR 0.19 Crore).

20 Other Current Non Financial Assets

(a) Advance to Suppliers and Contractors includes advances amounting to INR 2.50 Crore (Previous Year: INR 1.35 Crore) secured against bank guarantees.

(b) Includes amount unbilled to a director INR Nil (Previous Year: INR 0.98 Crore) and entities where directors are interested, viz. Godrej Redevelopers (Mumbai) Private Limited INR 0.19 Crore (Previous Year: INR Nil).

(c) Net of provision of INR 5.98 Crore (Previous Year: INR Nil).

21 Equity Share Capital

g) Rights, preferences and restrictions attached to Equity shares

The Company has only one class of equity shares 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.

(a) The Working Capital Loan (WCL) of INR 715 Crore (Previous Year: INR 500 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable Property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) The WCL of INR 210 Crore (Previous Year: INR 400 Crore) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary).

(b) The Cash Credit (CC) of INR 120.99 Crore (Previous Year: INR 110.48 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecationofCurrentAssetsexcludingwork-in-progress of GodrejProjectsDevelopmentLimited(whollyownedsubsidiary). The Cash Credit (CC) of INR 0.16 Crore (Previous Year: INR Nil) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary). Cash Credit availed from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and is payable on demand.

(c) Unsecured Overdraft facilities from Banks is repayable on demand.

(d) Other Loans includes Unsecured Term Loan, Unsecured Working Capital Loans and Commercial Papers. Term Loan and Working Capital Loans are repayable within one year and Commercial Papers are repayable within 16 to 177 days.

b) Measurement of Fair Value

(i) The fair values of investments in mutual fund units is based on the net asset value (''NAV'') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

(ii) The Company uses the Discounted Cash Flow valuation technique (in relation to financial assets measured at amortised cost and fair value through profit or loss) which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates. The fair value so determined for financial asset measured at fair value through profit and loss are classified as Level 2.

(iii) The Company uses the discounted cash flow valuation technique (in relation to financial liabilities measured at amortised cost) which involves determination of the present value of expected payments, discounted using bank rate. The fair value of non-convertible debentures is valued using FIMMDA guidelines.

(iv) For financial assets that are measured at fair value under Level 3, the carrying amounts are equal to the fair values.

(v) Lease liabilities are valued using Level 3 techniques. A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.

(vi) The sensitivity analysis below for lease liabilities have been determined based on reasonablly possible changes of the discounting rate occuring at the end of the reporting period, while holding all other assumptions constant. If the discounting rate is 50 basis points higher/(lower), would decrease by INR 0.01 crore (Increase by INR 0.01 crore).

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.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

Investment in Securities, Loans to Related Parties, Project Deposits and Other Financial Assets

The Company has investments in compulsorily convertible debentures / optionally convertible debentures, preference shares, loans to related parties and project deposits. The settlement of such instruments is linked to the completion of the respective underlying projects. The movement in the provision for expected credit loss due to lifetime expected credit loss during the year are as follows:

The Company has recorded provision / expected credit loss on investment in debt and equity instruments of INR 35.43 Crore (Net of impairment reversal) (Previous Year: INR 54.18 Crore), other current financial assets of INR 11.63 Crore (Previous Year: INR 5 Crore).

As at March 31, 2021, the Company had secured project deposits of INR 5.48 Crore (Previous Year: INR 5.48 Crore) and unsecured loans given to related parties of INR 16.65 Crore (Previous Year: INR 16.65 Crore), which have been considered as doubtful by the Company. The Company has fully provided such doubtful project deposits and unsecured loans as at March 31,2021 (Previous Year provision : INR Nil). The Company does not have any Loans for which credit risk has increased significantly in the current and previous year.

(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 capital and debt markets through loan from banks, commercial papers and other debt & equity instruments. The Company invests its surplus funds in bank fixed deposits and debt based mutual funds.

(iii) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rate and interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency Risk

Currency risk is not material, as the Company’s primary business activities are within India and does not have significant exposure in foreign currency.

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 capitalises 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 capitalised. 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.

40 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 seek 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 (including interest accrued) less cash and bank balances and other current investments.

41 Employee Stock Grant Scheme

b) The weighted average exercise price of the options outstanding as at March 31,2021 is INR 5 per share (Previous year: INR 5 per share) and the weighted average remaining contractual life of the options outstanding as at March 31, 2021 is 0.89 years (Previous year: 0.74 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 880.46 (Previous year: INR 756.42). The following table lists the average inputs to the model used for the plan for the year ended March31,2021:

42 Leases

a) The Company has recognised INR 3.45 Crore (Previous Year: INR 2.28 Crore) towards minimum lease payments for shortterm leases and INR 0.37 Crore (Previous Year: INR 0.13 Crore) for low-value assets accounted as per paragraph 6 of IND AS 116 and INR 1.17 Crore (Previous Year:INR 2.81 Crore) minimum lease receipt in the Standalone Statement of Profit and Loss.

b) As a lessor

The Company’s significant leasing arrangements are in respect of operating leases for Commercial premises. Lease income from operating leases is recognised on a straight-line basis over the period of lease. The future minimum lease receivables of non-cancellable operating leases are as under:

(c) Performance obligation

The Company engaged primarily in the business of real estate construction, development and other related activities.

All the Contracts entered with the customers consists of a single performance obligation thereby the consideration allocated to the performance obligation is based on standalone selling prices.

Revenue is recognised upon transfer of control of residential and commercial units to customers for an amount that reflects the consideration which the Company expects to receive in exchange for those units. The trigger for revenue recognition is normally completion of the project or receipt of approvals on completion from relevant authorities or intimation to the customer of completion, post which the contract becomes non-cancellable by the parties.

The revenue is measured at the transaction price agreed under the contract. In certain cases, the Company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company adjusts the transaction price for the effects of a significant financing component.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company’s input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other forms of variable consideration.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognises the entire estimated loss in the period the loss becomes known.

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as at March 31, 2021 is INR 1,374.15 Crore (Previous Year: INR 648.58 Crore), of which INR 997.79 Crore (Previous Year: INR 179.16 Crore), which will be recognised as revenue over a period of 1-2 years and INR 376.36 Crore (Previous Year: INR 469.42 Crore) which will be recognised over a period of 2-4 years.

(d) Reconciliation of revenue recognised in the Standalone Statement of Profit and Loss

The following table discloses the reconciliation of amount of revenue recognised as at 31 March 2021:

47 Scheme of Amalgamation

Amalgamation of Wonder Space Properties Private Limited (WSPPL) with Godrej Properties Limited (GPL) :

Pursuant to the Scheme of Amalgamation (the Scheme) under Section 230 to 240 of the Companies Act, 2013 sanctioned by the

National Company Law Tribunal at Mumbai Bench on September 14, 2020 and filed with the Registrar of Companies (RoC) on

October 26, 2020, WSPPL, a 100% Subsidiary of Godrej Properties Limited (GPL), is amalgamated with GPL w.e.f. April 05, 2019,

the Appointed Date.

As per the said Scheme:

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

ii) 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 Standalone Statement of Profit and Loss during the year ended March 31,2020.

iii) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 Business Combinations, the Standalone Financial Statements of GPL for the year ended March 31, 2020 have been restated from the Appointed Date when the business combination had occurred.

Impact on the Standalone Balance Sheet and Standalone Statement of Profit and Loss:

The impact of amalgamation on the Balance Sheet and Statement of Profit and Loss due to the above amalgamations are

summarised as below:

48 Contingent Liabilities and Commitments

a)

Contingent Liabilities

Matters

March 31,2021

March 31, 2020 (Restated)

I)

Claims against Company not Acknowledged as debts:

i)

Claims not acknowledged as debts represent cases filed by parties in the Consumer forum, Civil Court and High Court and disputed by the Company as advised by advocates. In the opinion of the management the claims are not sustainable

194.90

36.98

ii)

Claims under Income Tax Act, Appeal preferred to The Deputy Commissioner/ Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal

11.65

10.91

iii)

Claims under VAT, Appeal preferred to The Deputy Commissioner/Joint Commissioner of Sales Taxes (Appeals)

14.72

13.73

iv)

Appeal preferred to Customs, Excise and Service Tax Appellate tribunal.

69.89

61.65

v)

Appeal under GST, preferred before Mumbai High Court

13.21

-

vi)

Appeal under GST, to be preferred before Commissioner Appeals

0.06

-

vii)

Appeal preferred to The Joint Commissioner of Sales Tax (Appeal -4) at Maharashtra under Entry of Goods Into Local Areas Act, 2002

0.79

0.77

II)

Guarantees:

i)

Guarantees given by Bank, counter guaranteed by the Company

177.72

36.02

ii)

Guarantees given by the Company

7.29

13.10

b) The Hon’ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal. In view of the management, the liability for the period from date of the SC order to 31 March 2019 is not significant and has been provided in the books of account. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

c) Commitments

(i) Particulars

March 31, 2021

March 31, 2020 (Restated)

Capital Commitment (includes Capital work-in-progress and Investment Property under construction) (Net of advance)

17.54

31.76

(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.

(iv) The Company will arrange funds / subscribe to further capital to support continuing operations in certain subsidiaries and joint ventures (jointly with the shareholders / Partners of the respective joint ventures), if required, based upon operation of such entities. The Company expects the said subsidiaries and joint ventures to meet its obligations and no liability on this account is anticipated.

50 Foreign Exchange Difference

The amount of exchange difference included in the Standalone Statement of Profit and Loss, is INR 0.06 Crore (Net Loss) (Previous Year: INR 0.22 Crore (Net Gain)).

51 Other Expenses includes provision for expected credit loss on investments and other assets of INR 80.41 Crore (Previous Year: 66.63 Crore) and financial assets written off INR 10.42 Crore (Previous Year: INR Nil).

52 Corporate Social Responsibility

The Company has spent INR 6.35 Crore* (Previous Year: INR 2.57 Crore) and created provision for unspent amount of INR 0.91 Crore during the year 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 6.71 Crore. (Previous Year: INR 3.13 Crore)

54 Segment Reporting

A. Basis of Segmentation

Factors used to identify the entity''s reportable segments, including the basis of organisation

For management purposes, the Company has only one reportable segment namely, Development of real estate property. The Managing Director of the Company acts as the Chief Operating Decision Maker ("CODM"). The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators viz. Profit after tax. (Refer note 29)

B. Geographical Information

The geographic information analyses the Company’s revenue and Non-Current Assets other than financial instruments, deferred tax assets, post-employment benefit assets by the Company’s country of domicile and other countries. As the Company is engaged in Development of Real Estate property in India, it has only one reportable geographical segment.

C. Information about major customers

Revenue from one customer is INR 195.20 Crore for the year ended March 31,2021 (Previous Year: INR Nil) constituted more than 10% of the total revenue of the Company.

55 The write-down of inventories to net realisable value during the year amounted to INR 105.71 Crore (Previous Year: INR 27.74 Crore).

57 The Company has assessed the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of Receivables, Inventories, Investments and other assets / liabilities. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external sources of information. As on current date, the Company has concluded that the impact of COVID - 19 is not material based on these estimates. Due to the nature of the pandemic, the Company will continue to monitor developments to identify significant uncertainties in future periods, if any.

58 As per the approvals secured by the Company under relevant provisions of DCR Regulations, 1991 / DCPR 2034, the Company had obligation to handover 35,618.85 sqmt of land to The Municipal Corporation of Greater Mumbai (MCGM). The Company is entitled to receive the Transferable Development Rights (TDR) of 71,237.70 sqm, in lieu of land earmarked and handover to MCGM. The handover of the physical possession of the earmarked land has been completed during the month of February 2021. Based upon receipt of Possession Receipts of Land handed over obtained from MCGM, the Company has recognised the entitlement of TDR as revenue and reflected under Revenue from operations (Refer Note 29) based upon valuation report obtained from registered valuer at INR 195.20 Crore. This TDR forms part of the inventory and is reflected as such (Refer Note 13).

59 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

60 Cash and Cash Equivalents and Bank Balances includes balances in Escrow Account which shall be used only for specified purposes as defined under Real Estate (Regulation and Development) Act, 2016.


Mar 31, 2021

(a) The Company’s investment property under construction consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property under construction during the previous year.

(c) The Company has no restriction on the realisability of its investment property under construction.

(d) Though the Company measures investment property under construction using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of investment property under construction is based on Sales Comparison method which is INR 8.73 Crore (Previous Year: INR 21.78 Crore). Fair valuation of an investment property under construction which is at initial design concept stage is based on Cost method which is INR 3.23 Crore (Previous Year: INR Nil). The fair value measurement is categorised in level 3 fair value hierarchy.

(f) Refer Note 48 for disclosure of Capital Commitments for acquisition of property, plant and equipment and investment property.

(a) The Company’s investment property consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property during the previous year.

(c) The Company has no restriction on the realisability of its investment property and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

(d) Though the Company measures investment property using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of Retail Properties is based on Sales Comparison Method which is INR 27.85 Crore (Previous Year: INR 11.40 Crore) and Commercial Properties is based on Sales Comparison Method, which is INR 9.56 Crore (Previous Year: INR 9.38 Crore based on Rent Capitalization Method). The fair value measurement is categorised in level 3 fair value hierarchy.

d) The Company has recognised deferred tax asset to the extent that the same will be recoverable using the estimated future taxable income based on the approved business plans and budgets of the Company.The Company is expected to genrate taxable income in upcoming years. The business losses can be carried forward for a period of 8 years as per the tax regulations and the Company expects to recover the losses.

e) Section 115BAA of the Income Tax Act, 1961, provides an option to companies for paying income tax at reduced rates in accordance with the provisions/conditions defined in the said section and accordingly, the Company has decided to adopt the new tax rate and recognised provision for income tax on the basis of the rate prescribed in the said section and remeasured its deferred tax assets/liabilities accordingly for the year ended March 31,2021.

f) Deferred tax assets amounting to INR 26.85 Crore (Previous Year: INR 15.26 Crore) have not been recognised in respect of expected credit loss on investments and other assets due to uncertainty as at the current date with respect to future realisation.

g) As per the Company’s assessment, there are no material income tax uncertainties over income tax treatments during the current and previous financial year.

(a) Includes

(i) Balances with Banks in current accounts includes INR 0.02 Crore (Previous Year: INR 0.03 Crore) is on account of earmarked balance for unclaimed dividend.

(ii) Balances with Banks in current accounts includes INR 0.42 Crore (Previous Year: INR 0.54 Crore) received from flat buyers towards maintenance charges.

(b) Includes

(i) INR 49.41 Crore (Previous Year: INR 40.01 Crore) received from flat buyers and held in trust on their behalf in a corpus fund and towards maintenance charges.

(ii) Deposits held as Deposit Repayment Reserve amounting to INR 0.10 Crore (Previous Year: INR 0.10 Crore).

(iii) Fixed deposits held as margin money and lien marked for issuing bank guarantees amounting to INR 0.20 Crore (Previous Year: INR 0.19 Crore).

20 Other Current Non Financial Assets

(a) Advance to Suppliers and Contractors includes advances amounting to INR 2.50 Crore (Previous Year: INR 1.35 Crore) secured against bank guarantees.

(b) Includes amount unbilled to a director INR Nil (Previous Year: INR 0.98 Crore) and entities where directors are interested, viz. Godrej Redevelopers (Mumbai) Private Limited INR 0.19 Crore (Previous Year: INR Nil).

(c) Net of provision of INR 5.98 Crore (Previous Year: INR Nil).

21 Equity Share Capital

g) Rights, preferences and restrictions attached to Equity shares

The Company has only one class of equity shares 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.

(a) The Working Capital Loan (WCL) of INR 715 Crore (Previous Year: INR 500 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable Property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) The WCL of INR 210 Crore (Previous Year: INR 400 Crore) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary).

(b) The Cash Credit (CC) of INR 120.99 Crore (Previous Year: INR 110.48 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecationofCurrentAssetsexcludingwork-in-progress of GodrejProjectsDevelopmentLimited(whollyownedsubsidiary). The Cash Credit (CC) of INR 0.16 Crore (Previous Year: INR Nil) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary). Cash Credit availed from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and is payable on demand.

(c) Unsecured Overdraft facilities from Banks is repayable on demand.

(d) Other Loans includes Unsecured Term Loan, Unsecured Working Capital Loans and Commercial Papers. Term Loan and Working Capital Loans are repayable within one year and Commercial Papers are repayable within 16 to 177 days.

b) Measurement of Fair Value

(i) The fair values of investments in mutual fund units is based on the net asset value (''NAV'') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

(ii) The Company uses the Discounted Cash Flow valuation technique (in relation to financial assets measured at amortised cost and fair value through profit or loss) which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates. The fair value so determined for financial asset measured at fair value through profit and loss are classified as Level 2.

(iii) The Company uses the discounted cash flow valuation technique (in relation to financial liabilities measured at amortised cost) which involves determination of the present value of expected payments, discounted using bank rate. The fair value of non-convertible debentures is valued using FIMMDA guidelines.

(iv) For financial assets that are measured at fair value under Level 3, the carrying amounts are equal to the fair values.

(v) Lease liabilities are valued using Level 3 techniques. A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.

(vi) The sensitivity analysis below for lease liabilities have been determined based on reasonablly possible changes of the discounting rate occuring at the end of the reporting period, while holding all other assumptions constant. If the discounting rate is 50 basis points higher/(lower), would decrease by INR 0.01 crore (Increase by INR 0.01 crore).

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.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

Investment in Securities, Loans to Related Parties, Project Deposits and Other Financial Assets

The Company has investments in compulsorily convertible debentures / optionally convertible debentures, preference shares, loans to related parties and project deposits. The settlement of such instruments is linked to the completion of the respective underlying projects. The movement in the provision for expected credit loss due to lifetime expected credit loss during the year are as follows:

The Company has recorded provision / expected credit loss on investment in debt and equity instruments of INR 35.43 Crore (Net of impairment reversal) (Previous Year: INR 54.18 Crore), other current financial assets of INR 11.63 Crore (Previous Year: INR 5 Crore).

As at March 31, 2021, the Company had secured project deposits of INR 5.48 Crore (Previous Year: INR 5.48 Crore) and unsecured loans given to related parties of INR 16.65 Crore (Previous Year: INR 16.65 Crore), which have been considered as doubtful by the Company. The Company has fully provided such doubtful project deposits and unsecured loans as at March 31,2021 (Previous Year provision : INR Nil). The Company does not have any Loans for which credit risk has increased significantly in the current and previous year.

(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 capital and debt markets through loan from banks, commercial papers and other debt & equity instruments. The Company invests its surplus funds in bank fixed deposits and debt based mutual funds.

(iii) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rate and interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency Risk

Currency risk is not material, as the Company’s primary business activities are within India and does not have significant exposure in foreign currency.

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 capitalises 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 capitalised. 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.

40 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 seek 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 (including interest accrued) less cash and bank balances and other current investments.

41 Employee Stock Grant Scheme

b) The weighted average exercise price of the options outstanding as at March 31,2021 is INR 5 per share (Previous year: INR 5 per share) and the weighted average remaining contractual life of the options outstanding as at March 31, 2021 is 0.89 years (Previous year: 0.74 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 880.46 (Previous year: INR 756.42). The following table lists the average inputs to the model used for the plan for the year ended March31,2021:

42 Leases

a) The Company has recognised INR 3.45 Crore (Previous Year: INR 2.28 Crore) towards minimum lease payments for shortterm leases and INR 0.37 Crore (Previous Year: INR 0.13 Crore) for low-value assets accounted as per paragraph 6 of IND AS 116 and INR 1.17 Crore (Previous Year:INR 2.81 Crore) minimum lease receipt in the Standalone Statement of Profit and Loss.

b) As a lessor

The Company’s significant leasing arrangements are in respect of operating leases for Commercial premises. Lease income from operating leases is recognised on a straight-line basis over the period of lease. The future minimum lease receivables of non-cancellable operating leases are as under:

(c) Performance obligation

The Company engaged primarily in the business of real estate construction, development and other related activities.

All the Contracts entered with the customers consists of a single performance obligation thereby the consideration allocated to the performance obligation is based on standalone selling prices.

Revenue is recognised upon transfer of control of residential and commercial units to customers for an amount that reflects the consideration which the Company expects to receive in exchange for those units. The trigger for revenue recognition is normally completion of the project or receipt of approvals on completion from relevant authorities or intimation to the customer of completion, post which the contract becomes non-cancellable by the parties.

The revenue is measured at the transaction price agreed under the contract. In certain cases, the Company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company adjusts the transaction price for the effects of a significant financing component.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company’s input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other forms of variable consideration.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognises the entire estimated loss in the period the loss becomes known.

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as at March 31, 2021 is INR 1,374.15 Crore (Previous Year: INR 648.58 Crore), of which INR 997.79 Crore (Previous Year: INR 179.16 Crore), which will be recognised as revenue over a period of 1-2 years and INR 376.36 Crore (Previous Year: INR 469.42 Crore) which will be recognised over a period of 2-4 years.

(d) Reconciliation of revenue recognised in the Standalone Statement of Profit and Loss

The following table discloses the reconciliation of amount of revenue recognised as at 31 March 2021:

47 Scheme of Amalgamation

Amalgamation of Wonder Space Properties Private Limited (WSPPL) with Godrej Properties Limited (GPL) :

Pursuant to the Scheme of Amalgamation (the Scheme) under Section 230 to 240 of the Companies Act, 2013 sanctioned by the

National Company Law Tribunal at Mumbai Bench on September 14, 2020 and filed with the Registrar of Companies (RoC) on

October 26, 2020, WSPPL, a 100% Subsidiary of Godrej Properties Limited (GPL), is amalgamated with GPL w.e.f. April 05, 2019,

the Appointed Date.

As per the said Scheme:

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

ii) 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 Standalone Statement of Profit and Loss during the year ended March 31,2020.

iii) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 Business Combinations, the Standalone Financial Statements of GPL for the year ended March 31, 2020 have been restated from the Appointed Date when the business combination had occurred.

Impact on the Standalone Balance Sheet and Standalone Statement of Profit and Loss:

The impact of amalgamation on the Balance Sheet and Statement of Profit and Loss due to the above amalgamations are

summarised as below:

48 Contingent Liabilities and Commitments

a)

Contingent Liabilities

Matters

March 31,2021

March 31, 2020 (Restated)

I)

Claims against Company not Acknowledged as debts:

i)

Claims not acknowledged as debts represent cases filed by parties in the Consumer forum, Civil Court and High Court and disputed by the Company as advised by advocates. In the opinion of the management the claims are not sustainable

194.90

36.98

ii)

Claims under Income Tax Act, Appeal preferred to The Deputy Commissioner/ Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal

11.65

10.91

iii)

Claims under VAT, Appeal preferred to The Deputy Commissioner/Joint Commissioner of Sales Taxes (Appeals)

14.72

13.73

iv)

Appeal preferred to Customs, Excise and Service Tax Appellate tribunal.

69.89

61.65

v)

Appeal under GST, preferred before Mumbai High Court

13.21

-

vi)

Appeal under GST, to be preferred before Commissioner Appeals

0.06

-

vii)

Appeal preferred to The Joint Commissioner of Sales Tax (Appeal -4) at Maharashtra under Entry of Goods Into Local Areas Act, 2002

0.79

0.77

II)

Guarantees:

i)

Guarantees given by Bank, counter guaranteed by the Company

177.72

36.02

ii)

Guarantees given by the Company

7.29

13.10

b) The Hon’ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal. In view of the management, the liability for the period from date of the SC order to 31 March 2019 is not significant and has been provided in the books of account. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

c) Commitments

(i) Particulars

March 31, 2021

March 31, 2020 (Restated)

Capital Commitment (includes Capital work-in-progress and Investment Property under construction) (Net of advance)

17.54

31.76

(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.

(iv) The Company will arrange funds / subscribe to further capital to support continuing operations in certain subsidiaries and joint ventures (jointly with the shareholders / Partners of the respective joint ventures), if required, based upon operation of such entities. The Company expects the said subsidiaries and joint ventures to meet its obligations and no liability on this account is anticipated.

50 Foreign Exchange Difference

The amount of exchange difference included in the Standalone Statement of Profit and Loss, is INR 0.06 Crore (Net Loss) (Previous Year: INR 0.22 Crore (Net Gain)).

51 Other Expenses includes provision for expected credit loss on investments and other assets of INR 80.41 Crore (Previous Year: 66.63 Crore) and financial assets written off INR 10.42 Crore (Previous Year: INR Nil).

52 Corporate Social Responsibility

The Company has spent INR 6.35 Crore* (Previous Year: INR 2.57 Crore) and created provision for unspent amount of INR 0.91 Crore during the year 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 6.71 Crore. (Previous Year: INR 3.13 Crore)

54 Segment Reporting

A. Basis of Segmentation

Factors used to identify the entity''s reportable segments, including the basis of organisation

For management purposes, the Company has only one reportable segment namely, Development of real estate property. The Managing Director of the Company acts as the Chief Operating Decision Maker ("CODM"). The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators viz. Profit after tax. (Refer note 29)

B. Geographical Information

The geographic information analyses the Company’s revenue and Non-Current Assets other than financial instruments, deferred tax assets, post-employment benefit assets by the Company’s country of domicile and other countries. As the Company is engaged in Development of Real Estate property in India, it has only one reportable geographical segment.

C. Information about major customers

Revenue from one customer is INR 195.20 Crore for the year ended March 31,2021 (Previous Year: INR Nil) constituted more than 10% of the total revenue of the Company.

55 The write-down of inventories to net realisable value during the year amounted to INR 105.71 Crore (Previous Year: INR 27.74 Crore).

57 The Company has assessed the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of Receivables, Inventories, Investments and other assets / liabilities. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external sources of information. As on current date, the Company has concluded that the impact of COVID - 19 is not material based on these estimates. Due to the nature of the pandemic, the Company will continue to monitor developments to identify significant uncertainties in future periods, if any.

58 As per the approvals secured by the Company under relevant provisions of DCR Regulations, 1991 / DCPR 2034, the Company had obligation to handover 35,618.85 sqmt of land to The Municipal Corporation of Greater Mumbai (MCGM). The Company is entitled to receive the Transferable Development Rights (TDR) of 71,237.70 sqm, in lieu of land earmarked and handover to MCGM. The handover of the physical possession of the earmarked land has been completed during the month of February 2021. Based upon receipt of Possession Receipts of Land handed over obtained from MCGM, the Company has recognised the entitlement of TDR as revenue and reflected under Revenue from operations (Refer Note 29) based upon valuation report obtained from registered valuer at INR 195.20 Crore. This TDR forms part of the inventory and is reflected as such (Refer Note 13).

59 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

60 Cash and Cash Equivalents and Bank Balances includes balances in Escrow Account which shall be used only for specified purposes as defined under Real Estate (Regulation and Development) Act, 2016.


Mar 31, 2021

(a) The Company’s investment property under construction consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property under construction during the previous year.

(c) The Company has no restriction on the realisability of its investment property under construction.

(d) Though the Company measures investment property under construction using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of investment property under construction is based on Sales Comparison method which is INR 8.73 Crore (Previous Year: INR 21.78 Crore). Fair valuation of an investment property under construction which is at initial design concept stage is based on Cost method which is INR 3.23 Crore (Previous Year: INR Nil). The fair value measurement is categorised in level 3 fair value hierarchy.

(f) Refer Note 48 for disclosure of Capital Commitments for acquisition of property, plant and equipment and investment property.

(a) The Company’s investment property consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property during the previous year.

(c) The Company has no restriction on the realisability of its investment property and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

(d) Though the Company measures investment property using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of Retail Properties is based on Sales Comparison Method which is INR 27.85 Crore (Previous Year: INR 11.40 Crore) and Commercial Properties is based on Sales Comparison Method, which is INR 9.56 Crore (Previous Year: INR 9.38 Crore based on Rent Capitalization Method). The fair value measurement is categorised in level 3 fair value hierarchy.

d) The Company has recognised deferred tax asset to the extent that the same will be recoverable using the estimated future taxable income based on the approved business plans and budgets of the Company.The Company is expected to genrate taxable income in upcoming years. The business losses can be carried forward for a period of 8 years as per the tax regulations and the Company expects to recover the losses.

e) Section 115BAA of the Income Tax Act, 1961, provides an option to companies for paying income tax at reduced rates in accordance with the provisions/conditions defined in the said section and accordingly, the Company has decided to adopt the new tax rate and recognised provision for income tax on the basis of the rate prescribed in the said section and remeasured its deferred tax assets/liabilities accordingly for the year ended March 31,2021.

f) Deferred tax assets amounting to INR 26.85 Crore (Previous Year: INR 15.26 Crore) have not been recognised in respect of expected credit loss on investments and other assets due to uncertainty as at the current date with respect to future realisation.

g) As per the Company’s assessment, there are no material income tax uncertainties over income tax treatments during the current and previous financial year.

(a) Includes

(i) Balances with Banks in current accounts includes INR 0.02 Crore (Previous Year: INR 0.03 Crore) is on account of earmarked balance for unclaimed dividend.

(ii) Balances with Banks in current accounts includes INR 0.42 Crore (Previous Year: INR 0.54 Crore) received from flat buyers towards maintenance charges.

(b) Includes

(i) INR 49.41 Crore (Previous Year: INR 40.01 Crore) received from flat buyers and held in trust on their behalf in a corpus fund and towards maintenance charges.

(ii) Deposits held as Deposit Repayment Reserve amounting to INR 0.10 Crore (Previous Year: INR 0.10 Crore).

(iii) Fixed deposits held as margin money and lien marked for issuing bank guarantees amounting to INR 0.20 Crore (Previous Year: INR 0.19 Crore).

20 Other Current Non Financial Assets

(a) Advance to Suppliers and Contractors includes advances amounting to INR 2.50 Crore (Previous Year: INR 1.35 Crore) secured against bank guarantees.

(b) Includes amount unbilled to a director INR Nil (Previous Year: INR 0.98 Crore) and entities where directors are interested, viz. Godrej Redevelopers (Mumbai) Private Limited INR 0.19 Crore (Previous Year: INR Nil).

(c) Net of provision of INR 5.98 Crore (Previous Year: INR Nil).

21 Equity Share Capital

g) Rights, preferences and restrictions attached to Equity shares

The Company has only one class of equity shares 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.

(a) The Working Capital Loan (WCL) of INR 715 Crore (Previous Year: INR 500 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable Property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) The WCL of INR 210 Crore (Previous Year: INR 400 Crore) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary).

(b) The Cash Credit (CC) of INR 120.99 Crore (Previous Year: INR 110.48 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecationofCurrentAssetsexcludingwork-in-progress of GodrejProjectsDevelopmentLimited(whollyownedsubsidiary). The Cash Credit (CC) of INR 0.16 Crore (Previous Year: INR Nil) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary). Cash Credit availed from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and is payable on demand.

(c) Unsecured Overdraft facilities from Banks is repayable on demand.

(d) Other Loans includes Unsecured Term Loan, Unsecured Working Capital Loans and Commercial Papers. Term Loan and Working Capital Loans are repayable within one year and Commercial Papers are repayable within 16 to 177 days.

b) Measurement of Fair Value

(i) The fair values of investments in mutual fund units is based on the net asset value (''NAV'') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

(ii) The Company uses the Discounted Cash Flow valuation technique (in relation to financial assets measured at amortised cost and fair value through profit or loss) which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates. The fair value so determined for financial asset measured at fair value through profit and loss are classified as Level 2.

(iii) The Company uses the discounted cash flow valuation technique (in relation to financial liabilities measured at amortised cost) which involves determination of the present value of expected payments, discounted using bank rate. The fair value of non-convertible debentures is valued using FIMMDA guidelines.

(iv) For financial assets that are measured at fair value under Level 3, the carrying amounts are equal to the fair values.

(v) Lease liabilities are valued using Level 3 techniques. A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.

(vi) The sensitivity analysis below for lease liabilities have been determined based on reasonablly possible changes of the discounting rate occuring at the end of the reporting period, while holding all other assumptions constant. If the discounting rate is 50 basis points higher/(lower), would decrease by INR 0.01 crore (Increase by INR 0.01 crore).

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.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

Investment in Securities, Loans to Related Parties, Project Deposits and Other Financial Assets

The Company has investments in compulsorily convertible debentures / optionally convertible debentures, preference shares, loans to related parties and project deposits. The settlement of such instruments is linked to the completion of the respective underlying projects. The movement in the provision for expected credit loss due to lifetime expected credit loss during the year are as follows:

The Company has recorded provision / expected credit loss on investment in debt and equity instruments of INR 35.43 Crore (Net of impairment reversal) (Previous Year: INR 54.18 Crore), other current financial assets of INR 11.63 Crore (Previous Year: INR 5 Crore).

As at March 31, 2021, the Company had secured project deposits of INR 5.48 Crore (Previous Year: INR 5.48 Crore) and unsecured loans given to related parties of INR 16.65 Crore (Previous Year: INR 16.65 Crore), which have been considered as doubtful by the Company. The Company has fully provided such doubtful project deposits and unsecured loans as at March 31,2021 (Previous Year provision : INR Nil). The Company does not have any Loans for which credit risk has increased significantly in the current and previous year.

(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 capital and debt markets through loan from banks, commercial papers and other debt & equity instruments. The Company invests its surplus funds in bank fixed deposits and debt based mutual funds.

(iii) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rate and interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency Risk

Currency risk is not material, as the Company’s primary business activities are within India and does not have significant exposure in foreign currency.

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 capitalises 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 capitalised. 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.

40 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 seek 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 (including interest accrued) less cash and bank balances and other current investments.

41 Employee Stock Grant Scheme

b) The weighted average exercise price of the options outstanding as at March 31,2021 is INR 5 per share (Previous year: INR 5 per share) and the weighted average remaining contractual life of the options outstanding as at March 31, 2021 is 0.89 years (Previous year: 0.74 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 880.46 (Previous year: INR 756.42). The following table lists the average inputs to the model used for the plan for the year ended March31,2021:

42 Leases

a) The Company has recognised INR 3.45 Crore (Previous Year: INR 2.28 Crore) towards minimum lease payments for shortterm leases and INR 0.37 Crore (Previous Year: INR 0.13 Crore) for low-value assets accounted as per paragraph 6 of IND AS 116 and INR 1.17 Crore (Previous Year:INR 2.81 Crore) minimum lease receipt in the Standalone Statement of Profit and Loss.

b) As a lessor

The Company’s significant leasing arrangements are in respect of operating leases for Commercial premises. Lease income from operating leases is recognised on a straight-line basis over the period of lease. The future minimum lease receivables of non-cancellable operating leases are as under:

(c) Performance obligation

The Company engaged primarily in the business of real estate construction, development and other related activities.

All the Contracts entered with the customers consists of a single performance obligation thereby the consideration allocated to the performance obligation is based on standalone selling prices.

Revenue is recognised upon transfer of control of residential and commercial units to customers for an amount that reflects the consideration which the Company expects to receive in exchange for those units. The trigger for revenue recognition is normally completion of the project or receipt of approvals on completion from relevant authorities or intimation to the customer of completion, post which the contract becomes non-cancellable by the parties.

The revenue is measured at the transaction price agreed under the contract. In certain cases, the Company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company adjusts the transaction price for the effects of a significant financing component.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company’s input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other forms of variable consideration.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognises the entire estimated loss in the period the loss becomes known.

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as at March 31, 2021 is INR 1,374.15 Crore (Previous Year: INR 648.58 Crore), of which INR 997.79 Crore (Previous Year: INR 179.16 Crore), which will be recognised as revenue over a period of 1-2 years and INR 376.36 Crore (Previous Year: INR 469.42 Crore) which will be recognised over a period of 2-4 years.

(d) Reconciliation of revenue recognised in the Standalone Statement of Profit and Loss

The following table discloses the reconciliation of amount of revenue recognised as at 31 March 2021:

47 Scheme of Amalgamation

Amalgamation of Wonder Space Properties Private Limited (WSPPL) with Godrej Properties Limited (GPL) :

Pursuant to the Scheme of Amalgamation (the Scheme) under Section 230 to 240 of the Companies Act, 2013 sanctioned by the

National Company Law Tribunal at Mumbai Bench on September 14, 2020 and filed with the Registrar of Companies (RoC) on

October 26, 2020, WSPPL, a 100% Subsidiary of Godrej Properties Limited (GPL), is amalgamated with GPL w.e.f. April 05, 2019,

the Appointed Date.

As per the said Scheme:

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

ii) 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 Standalone Statement of Profit and Loss during the year ended March 31,2020.

iii) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 Business Combinations, the Standalone Financial Statements of GPL for the year ended March 31, 2020 have been restated from the Appointed Date when the business combination had occurred.

Impact on the Standalone Balance Sheet and Standalone Statement of Profit and Loss:

The impact of amalgamation on the Balance Sheet and Statement of Profit and Loss due to the above amalgamations are

summarised as below:

48 Contingent Liabilities and Commitments

a)

Contingent Liabilities

Matters

March 31,2021

March 31, 2020 (Restated)

I)

Claims against Company not Acknowledged as debts:

i)

Claims not acknowledged as debts represent cases filed by parties in the Consumer forum, Civil Court and High Court and disputed by the Company as advised by advocates. In the opinion of the management the claims are not sustainable

194.90

36.98

ii)

Claims under Income Tax Act, Appeal preferred to The Deputy Commissioner/ Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal

11.65

10.91

iii)

Claims under VAT, Appeal preferred to The Deputy Commissioner/Joint Commissioner of Sales Taxes (Appeals)

14.72

13.73

iv)

Appeal preferred to Customs, Excise and Service Tax Appellate tribunal.

69.89

61.65

v)

Appeal under GST, preferred before Mumbai High Court

13.21

-

vi)

Appeal under GST, to be preferred before Commissioner Appeals

0.06

-

vii)

Appeal preferred to The Joint Commissioner of Sales Tax (Appeal -4) at Maharashtra under Entry of Goods Into Local Areas Act, 2002

0.79

0.77

II)

Guarantees:

i)

Guarantees given by Bank, counter guaranteed by the Company

177.72

36.02

ii)

Guarantees given by the Company

7.29

13.10

b) The Hon’ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal. In view of the management, the liability for the period from date of the SC order to 31 March 2019 is not significant and has been provided in the books of account. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

c) Commitments

(i) Particulars

March 31, 2021

March 31, 2020 (Restated)

Capital Commitment (includes Capital work-in-progress and Investment Property under construction) (Net of advance)

17.54

31.76

(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.

(iv) The Company will arrange funds / subscribe to further capital to support continuing operations in certain subsidiaries and joint ventures (jointly with the shareholders / Partners of the respective joint ventures), if required, based upon operation of such entities. The Company expects the said subsidiaries and joint ventures to meet its obligations and no liability on this account is anticipated.

50 Foreign Exchange Difference

The amount of exchange difference included in the Standalone Statement of Profit and Loss, is INR 0.06 Crore (Net Loss) (Previous Year: INR 0.22 Crore (Net Gain)).

51 Other Expenses includes provision for expected credit loss on investments and other assets of INR 80.41 Crore (Previous Year: 66.63 Crore) and financial assets written off INR 10.42 Crore (Previous Year: INR Nil).

52 Corporate Social Responsibility

The Company has spent INR 6.35 Crore* (Previous Year: INR 2.57 Crore) and created provision for unspent amount of INR 0.91 Crore during the year 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 6.71 Crore. (Previous Year: INR 3.13 Crore)

54 Segment Reporting

A. Basis of Segmentation

Factors used to identify the entity''s reportable segments, including the basis of organisation

For management purposes, the Company has only one reportable segment namely, Development of real estate property. The Managing Director of the Company acts as the Chief Operating Decision Maker ("CODM"). The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators viz. Profit after tax. (Refer note 29)

B. Geographical Information

The geographic information analyses the Company’s revenue and Non-Current Assets other than financial instruments, deferred tax assets, post-employment benefit assets by the Company’s country of domicile and other countries. As the Company is engaged in Development of Real Estate property in India, it has only one reportable geographical segment.

C. Information about major customers

Revenue from one customer is INR 195.20 Crore for the year ended March 31,2021 (Previous Year: INR Nil) constituted more than 10% of the total revenue of the Company.

55 The write-down of inventories to net realisable value during the year amounted to INR 105.71 Crore (Previous Year: INR 27.74 Crore).

57 The Company has assessed the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of Receivables, Inventories, Investments and other assets / liabilities. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external sources of information. As on current date, the Company has concluded that the impact of COVID - 19 is not material based on these estimates. Due to the nature of the pandemic, the Company will continue to monitor developments to identify significant uncertainties in future periods, if any.

58 As per the approvals secured by the Company under relevant provisions of DCR Regulations, 1991 / DCPR 2034, the Company had obligation to handover 35,618.85 sqmt of land to The Municipal Corporation of Greater Mumbai (MCGM). The Company is entitled to receive the Transferable Development Rights (TDR) of 71,237.70 sqm, in lieu of land earmarked and handover to MCGM. The handover of the physical possession of the earmarked land has been completed during the month of February 2021. Based upon receipt of Possession Receipts of Land handed over obtained from MCGM, the Company has recognised the entitlement of TDR as revenue and reflected under Revenue from operations (Refer Note 29) based upon valuation report obtained from registered valuer at INR 195.20 Crore. This TDR forms part of the inventory and is reflected as such (Refer Note 13).

59 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

60 Cash and Cash Equivalents and Bank Balances includes balances in Escrow Account which shall be used only for specified purposes as defined under Real Estate (Regulation and Development) Act, 2016.


Mar 31, 2021

(a) The Company’s investment property under construction consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property under construction during the previous year.

(c) The Company has no restriction on the realisability of its investment property under construction.

(d) Though the Company measures investment property under construction using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of investment property under construction is based on Sales Comparison method which is INR 8.73 Crore (Previous Year: INR 21.78 Crore). Fair valuation of an investment property under construction which is at initial design concept stage is based on Cost method which is INR 3.23 Crore (Previous Year: INR Nil). The fair value measurement is categorised in level 3 fair value hierarchy.

(f) Refer Note 48 for disclosure of Capital Commitments for acquisition of property, plant and equipment and investment property.

(a) The Company’s investment property consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property during the previous year.

(c) The Company has no restriction on the realisability of its investment property and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

(d) Though the Company measures investment property using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of Retail Properties is based on Sales Comparison Method which is INR 27.85 Crore (Previous Year: INR 11.40 Crore) and Commercial Properties is based on Sales Comparison Method, which is INR 9.56 Crore (Previous Year: INR 9.38 Crore based on Rent Capitalization Method). The fair value measurement is categorised in level 3 fair value hierarchy.

d) The Company has recognised deferred tax asset to the extent that the same will be recoverable using the estimated future taxable income based on the approved business plans and budgets of the Company.The Company is expected to genrate taxable income in upcoming years. The business losses can be carried forward for a period of 8 years as per the tax regulations and the Company expects to recover the losses.

e) Section 115BAA of the Income Tax Act, 1961, provides an option to companies for paying income tax at reduced rates in accordance with the provisions/conditions defined in the said section and accordingly, the Company has decided to adopt the new tax rate and recognised provision for income tax on the basis of the rate prescribed in the said section and remeasured its deferred tax assets/liabilities accordingly for the year ended March 31,2021.

f) Deferred tax assets amounting to INR 26.85 Crore (Previous Year: INR 15.26 Crore) have not been recognised in respect of expected credit loss on investments and other assets due to uncertainty as at the current date with respect to future realisation.

g) As per the Company’s assessment, there are no material income tax uncertainties over income tax treatments during the current and previous financial year.

(a) Includes

(i) Balances with Banks in current accounts includes INR 0.02 Crore (Previous Year: INR 0.03 Crore) is on account of earmarked balance for unclaimed dividend.

(ii) Balances with Banks in current accounts includes INR 0.42 Crore (Previous Year: INR 0.54 Crore) received from flat buyers towards maintenance charges.

(b) Includes

(i) INR 49.41 Crore (Previous Year: INR 40.01 Crore) received from flat buyers and held in trust on their behalf in a corpus fund and towards maintenance charges.

(ii) Deposits held as Deposit Repayment Reserve amounting to INR 0.10 Crore (Previous Year: INR 0.10 Crore).

(iii) Fixed deposits held as margin money and lien marked for issuing bank guarantees amounting to INR 0.20 Crore (Previous Year: INR 0.19 Crore).

20 Other Current Non Financial Assets

(a) Advance to Suppliers and Contractors includes advances amounting to INR 2.50 Crore (Previous Year: INR 1.35 Crore) secured against bank guarantees.

(b) Includes amount unbilled to a director INR Nil (Previous Year: INR 0.98 Crore) and entities where directors are interested, viz. Godrej Redevelopers (Mumbai) Private Limited INR 0.19 Crore (Previous Year: INR Nil).

(c) Net of provision of INR 5.98 Crore (Previous Year: INR Nil).

21 Equity Share Capital

g) Rights, preferences and restrictions attached to Equity shares

The Company has only one class of equity shares 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.

(a) The Working Capital Loan (WCL) of INR 715 Crore (Previous Year: INR 500 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable Property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) The WCL of INR 210 Crore (Previous Year: INR 400 Crore) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary).

(b) The Cash Credit (CC) of INR 120.99 Crore (Previous Year: INR 110.48 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecationofCurrentAssetsexcludingwork-in-progress of GodrejProjectsDevelopmentLimited(whollyownedsubsidiary). The Cash Credit (CC) of INR 0.16 Crore (Previous Year: INR Nil) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary). Cash Credit availed from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and is payable on demand.

(c) Unsecured Overdraft facilities from Banks is repayable on demand.

(d) Other Loans includes Unsecured Term Loan, Unsecured Working Capital Loans and Commercial Papers. Term Loan and Working Capital Loans are repayable within one year and Commercial Papers are repayable within 16 to 177 days.

b) Measurement of Fair Value

(i) The fair values of investments in mutual fund units is based on the net asset value (''NAV'') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

(ii) The Company uses the Discounted Cash Flow valuation technique (in relation to financial assets measured at amortised cost and fair value through profit or loss) which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates. The fair value so determined for financial asset measured at fair value through profit and loss are classified as Level 2.

(iii) The Company uses the discounted cash flow valuation technique (in relation to financial liabilities measured at amortised cost) which involves determination of the present value of expected payments, discounted using bank rate. The fair value of non-convertible debentures is valued using FIMMDA guidelines.

(iv) For financial assets that are measured at fair value under Level 3, the carrying amounts are equal to the fair values.

(v) Lease liabilities are valued using Level 3 techniques. A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.

(vi) The sensitivity analysis below for lease liabilities have been determined based on reasonablly possible changes of the discounting rate occuring at the end of the reporting period, while holding all other assumptions constant. If the discounting rate is 50 basis points higher/(lower), would decrease by INR 0.01 crore (Increase by INR 0.01 crore).

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.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

Investment in Securities, Loans to Related Parties, Project Deposits and Other Financial Assets

The Company has investments in compulsorily convertible debentures / optionally convertible debentures, preference shares, loans to related parties and project deposits. The settlement of such instruments is linked to the completion of the respective underlying projects. The movement in the provision for expected credit loss due to lifetime expected credit loss during the year are as follows:

The Company has recorded provision / expected credit loss on investment in debt and equity instruments of INR 35.43 Crore (Net of impairment reversal) (Previous Year: INR 54.18 Crore), other current financial assets of INR 11.63 Crore (Previous Year: INR 5 Crore).

As at March 31, 2021, the Company had secured project deposits of INR 5.48 Crore (Previous Year: INR 5.48 Crore) and unsecured loans given to related parties of INR 16.65 Crore (Previous Year: INR 16.65 Crore), which have been considered as doubtful by the Company. The Company has fully provided such doubtful project deposits and unsecured loans as at March 31,2021 (Previous Year provision : INR Nil). The Company does not have any Loans for which credit risk has increased significantly in the current and previous year.

(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 capital and debt markets through loan from banks, commercial papers and other debt & equity instruments. The Company invests its surplus funds in bank fixed deposits and debt based mutual funds.

(iii) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rate and interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency Risk

Currency risk is not material, as the Company’s primary business activities are within India and does not have significant exposure in foreign currency.

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 capitalises 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 capitalised. 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.

40 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 seek 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 (including interest accrued) less cash and bank balances and other current investments.

41 Employee Stock Grant Scheme

b) The weighted average exercise price of the options outstanding as at March 31,2021 is INR 5 per share (Previous year: INR 5 per share) and the weighted average remaining contractual life of the options outstanding as at March 31, 2021 is 0.89 years (Previous year: 0.74 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 880.46 (Previous year: INR 756.42). The following table lists the average inputs to the model used for the plan for the year ended March31,2021:

42 Leases

a) The Company has recognised INR 3.45 Crore (Previous Year: INR 2.28 Crore) towards minimum lease payments for shortterm leases and INR 0.37 Crore (Previous Year: INR 0.13 Crore) for low-value assets accounted as per paragraph 6 of IND AS 116 and INR 1.17 Crore (Previous Year:INR 2.81 Crore) minimum lease receipt in the Standalone Statement of Profit and Loss.

b) As a lessor

The Company’s significant leasing arrangements are in respect of operating leases for Commercial premises. Lease income from operating leases is recognised on a straight-line basis over the period of lease. The future minimum lease receivables of non-cancellable operating leases are as under:

(c) Performance obligation

The Company engaged primarily in the business of real estate construction, development and other related activities.

All the Contracts entered with the customers consists of a single performance obligation thereby the consideration allocated to the performance obligation is based on standalone selling prices.

Revenue is recognised upon transfer of control of residential and commercial units to customers for an amount that reflects the consideration which the Company expects to receive in exchange for those units. The trigger for revenue recognition is normally completion of the project or receipt of approvals on completion from relevant authorities or intimation to the customer of completion, post which the contract becomes non-cancellable by the parties.

The revenue is measured at the transaction price agreed under the contract. In certain cases, the Company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company adjusts the transaction price for the effects of a significant financing component.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company’s input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other forms of variable consideration.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognises the entire estimated loss in the period the loss becomes known.

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as at March 31, 2021 is INR 1,374.15 Crore (Previous Year: INR 648.58 Crore), of which INR 997.79 Crore (Previous Year: INR 179.16 Crore), which will be recognised as revenue over a period of 1-2 years and INR 376.36 Crore (Previous Year: INR 469.42 Crore) which will be recognised over a period of 2-4 years.

(d) Reconciliation of revenue recognised in the Standalone Statement of Profit and Loss

The following table discloses the reconciliation of amount of revenue recognised as at 31 March 2021:

47 Scheme of Amalgamation

Amalgamation of Wonder Space Properties Private Limited (WSPPL) with Godrej Properties Limited (GPL) :

Pursuant to the Scheme of Amalgamation (the Scheme) under Section 230 to 240 of the Companies Act, 2013 sanctioned by the

National Company Law Tribunal at Mumbai Bench on September 14, 2020 and filed with the Registrar of Companies (RoC) on

October 26, 2020, WSPPL, a 100% Subsidiary of Godrej Properties Limited (GPL), is amalgamated with GPL w.e.f. April 05, 2019,

the Appointed Date.

As per the said Scheme:

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

ii) 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 Standalone Statement of Profit and Loss during the year ended March 31,2020.

iii) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 Business Combinations, the Standalone Financial Statements of GPL for the year ended March 31, 2020 have been restated from the Appointed Date when the business combination had occurred.

Impact on the Standalone Balance Sheet and Standalone Statement of Profit and Loss:

The impact of amalgamation on the Balance Sheet and Statement of Profit and Loss due to the above amalgamations are

summarised as below:

48 Contingent Liabilities and Commitments

a)

Contingent Liabilities

Matters

March 31,2021

March 31, 2020 (Restated)

I)

Claims against Company not Acknowledged as debts:

i)

Claims not acknowledged as debts represent cases filed by parties in the Consumer forum, Civil Court and High Court and disputed by the Company as advised by advocates. In the opinion of the management the claims are not sustainable

194.90

36.98

ii)

Claims under Income Tax Act, Appeal preferred to The Deputy Commissioner/ Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal

11.65

10.91

iii)

Claims under VAT, Appeal preferred to The Deputy Commissioner/Joint Commissioner of Sales Taxes (Appeals)

14.72

13.73

iv)

Appeal preferred to Customs, Excise and Service Tax Appellate tribunal.

69.89

61.65

v)

Appeal under GST, preferred before Mumbai High Court

13.21

-

vi)

Appeal under GST, to be preferred before Commissioner Appeals

0.06

-

vii)

Appeal preferred to The Joint Commissioner of Sales Tax (Appeal -4) at Maharashtra under Entry of Goods Into Local Areas Act, 2002

0.79

0.77

II)

Guarantees:

i)

Guarantees given by Bank, counter guaranteed by the Company

177.72

36.02

ii)

Guarantees given by the Company

7.29

13.10

b) The Hon’ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal. In view of the management, the liability for the period from date of the SC order to 31 March 2019 is not significant and has been provided in the books of account. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

c) Commitments

(i) Particulars

March 31, 2021

March 31, 2020 (Restated)

Capital Commitment (includes Capital work-in-progress and Investment Property under construction) (Net of advance)

17.54

31.76

(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.

(iv) The Company will arrange funds / subscribe to further capital to support continuing operations in certain subsidiaries and joint ventures (jointly with the shareholders / Partners of the respective joint ventures), if required, based upon operation of such entities. The Company expects the said subsidiaries and joint ventures to meet its obligations and no liability on this account is anticipated.

50 Foreign Exchange Difference

The amount of exchange difference included in the Standalone Statement of Profit and Loss, is INR 0.06 Crore (Net Loss) (Previous Year: INR 0.22 Crore (Net Gain)).

51 Other Expenses includes provision for expected credit loss on investments and other assets of INR 80.41 Crore (Previous Year: 66.63 Crore) and financial assets written off INR 10.42 Crore (Previous Year: INR Nil).

52 Corporate Social Responsibility

The Company has spent INR 6.35 Crore* (Previous Year: INR 2.57 Crore) and created provision for unspent amount of INR 0.91 Crore during the year 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 6.71 Crore. (Previous Year: INR 3.13 Crore)

54 Segment Reporting

A. Basis of Segmentation

Factors used to identify the entity''s reportable segments, including the basis of organisation

For management purposes, the Company has only one reportable segment namely, Development of real estate property. The Managing Director of the Company acts as the Chief Operating Decision Maker ("CODM"). The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators viz. Profit after tax. (Refer note 29)

B. Geographical Information

The geographic information analyses the Company’s revenue and Non-Current Assets other than financial instruments, deferred tax assets, post-employment benefit assets by the Company’s country of domicile and other countries. As the Company is engaged in Development of Real Estate property in India, it has only one reportable geographical segment.

C. Information about major customers

Revenue from one customer is INR 195.20 Crore for the year ended March 31,2021 (Previous Year: INR Nil) constituted more than 10% of the total revenue of the Company.

55 The write-down of inventories to net realisable value during the year amounted to INR 105.71 Crore (Previous Year: INR 27.74 Crore).

57 The Company has assessed the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of Receivables, Inventories, Investments and other assets / liabilities. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external sources of information. As on current date, the Company has concluded that the impact of COVID - 19 is not material based on these estimates. Due to the nature of the pandemic, the Company will continue to monitor developments to identify significant uncertainties in future periods, if any.

58 As per the approvals secured by the Company under relevant provisions of DCR Regulations, 1991 / DCPR 2034, the Company had obligation to handover 35,618.85 sqmt of land to The Municipal Corporation of Greater Mumbai (MCGM). The Company is entitled to receive the Transferable Development Rights (TDR) of 71,237.70 sqm, in lieu of land earmarked and handover to MCGM. The handover of the physical possession of the earmarked land has been completed during the month of February 2021. Based upon receipt of Possession Receipts of Land handed over obtained from MCGM, the Company has recognised the entitlement of TDR as revenue and reflected under Revenue from operations (Refer Note 29) based upon valuation report obtained from registered valuer at INR 195.20 Crore. This TDR forms part of the inventory and is reflected as such (Refer Note 13).

59 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

60 Cash and Cash Equivalents and Bank Balances includes balances in Escrow Account which shall be used only for specified purposes as defined under Real Estate (Regulation and Development) Act, 2016.


Mar 31, 2021

(a) The Company’s investment property under construction consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property under construction during the previous year.

(c) The Company has no restriction on the realisability of its investment property under construction.

(d) Though the Company measures investment property under construction using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of investment property under construction is based on Sales Comparison method which is INR 8.73 Crore (Previous Year: INR 21.78 Crore). Fair valuation of an investment property under construction which is at initial design concept stage is based on Cost method which is INR 3.23 Crore (Previous Year: INR Nil). The fair value measurement is categorised in level 3 fair value hierarchy.

(f) Refer Note 48 for disclosure of Capital Commitments for acquisition of property, plant and equipment and investment property.

(a) The Company’s investment property consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property during the previous year.

(c) The Company has no restriction on the realisability of its investment property and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

(d) Though the Company measures investment property using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of Retail Properties is based on Sales Comparison Method which is INR 27.85 Crore (Previous Year: INR 11.40 Crore) and Commercial Properties is based on Sales Comparison Method, which is INR 9.56 Crore (Previous Year: INR 9.38 Crore based on Rent Capitalization Method). The fair value measurement is categorised in level 3 fair value hierarchy.

d) The Company has recognised deferred tax asset to the extent that the same will be recoverable using the estimated future taxable income based on the approved business plans and budgets of the Company.The Company is expected to genrate taxable income in upcoming years. The business losses can be carried forward for a period of 8 years as per the tax regulations and the Company expects to recover the losses.

e) Section 115BAA of the Income Tax Act, 1961, provides an option to companies for paying income tax at reduced rates in accordance with the provisions/conditions defined in the said section and accordingly, the Company has decided to adopt the new tax rate and recognised provision for income tax on the basis of the rate prescribed in the said section and remeasured its deferred tax assets/liabilities accordingly for the year ended March 31,2021.

f) Deferred tax assets amounting to INR 26.85 Crore (Previous Year: INR 15.26 Crore) have not been recognised in respect of expected credit loss on investments and other assets due to uncertainty as at the current date with respect to future realisation.

g) As per the Company’s assessment, there are no material income tax uncertainties over income tax treatments during the current and previous financial year.

(a) Includes

(i) Balances with Banks in current accounts includes INR 0.02 Crore (Previous Year: INR 0.03 Crore) is on account of earmarked balance for unclaimed dividend.

(ii) Balances with Banks in current accounts includes INR 0.42 Crore (Previous Year: INR 0.54 Crore) received from flat buyers towards maintenance charges.

(b) Includes

(i) INR 49.41 Crore (Previous Year: INR 40.01 Crore) received from flat buyers and held in trust on their behalf in a corpus fund and towards maintenance charges.

(ii) Deposits held as Deposit Repayment Reserve amounting to INR 0.10 Crore (Previous Year: INR 0.10 Crore).

(iii) Fixed deposits held as margin money and lien marked for issuing bank guarantees amounting to INR 0.20 Crore (Previous Year: INR 0.19 Crore).

20 Other Current Non Financial Assets

(a) Advance to Suppliers and Contractors includes advances amounting to INR 2.50 Crore (Previous Year: INR 1.35 Crore) secured against bank guarantees.

(b) Includes amount unbilled to a director INR Nil (Previous Year: INR 0.98 Crore) and entities where directors are interested, viz. Godrej Redevelopers (Mumbai) Private Limited INR 0.19 Crore (Previous Year: INR Nil).

(c) Net of provision of INR 5.98 Crore (Previous Year: INR Nil).

21 Equity Share Capital

g) Rights, preferences and restrictions attached to Equity shares

The Company has only one class of equity shares 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.

(a) The Working Capital Loan (WCL) of INR 715 Crore (Previous Year: INR 500 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable Property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) The WCL of INR 210 Crore (Previous Year: INR 400 Crore) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary).

(b) The Cash Credit (CC) of INR 120.99 Crore (Previous Year: INR 110.48 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecationofCurrentAssetsexcludingwork-in-progress of GodrejProjectsDevelopmentLimited(whollyownedsubsidiary). The Cash Credit (CC) of INR 0.16 Crore (Previous Year: INR Nil) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary). Cash Credit availed from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and is payable on demand.

(c) Unsecured Overdraft facilities from Banks is repayable on demand.

(d) Other Loans includes Unsecured Term Loan, Unsecured Working Capital Loans and Commercial Papers. Term Loan and Working Capital Loans are repayable within one year and Commercial Papers are repayable within 16 to 177 days.

b) Measurement of Fair Value

(i) The fair values of investments in mutual fund units is based on the net asset value (''NAV'') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

(ii) The Company uses the Discounted Cash Flow valuation technique (in relation to financial assets measured at amortised cost and fair value through profit or loss) which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates. The fair value so determined for financial asset measured at fair value through profit and loss are classified as Level 2.

(iii) The Company uses the discounted cash flow valuation technique (in relation to financial liabilities measured at amortised cost) which involves determination of the present value of expected payments, discounted using bank rate. The fair value of non-convertible debentures is valued using FIMMDA guidelines.

(iv) For financial assets that are measured at fair value under Level 3, the carrying amounts are equal to the fair values.

(v) Lease liabilities are valued using Level 3 techniques. A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.

(vi) The sensitivity analysis below for lease liabilities have been determined based on reasonablly possible changes of the discounting rate occuring at the end of the reporting period, while holding all other assumptions constant. If the discounting rate is 50 basis points higher/(lower), would decrease by INR 0.01 crore (Increase by INR 0.01 crore).

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.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

Investment in Securities, Loans to Related Parties, Project Deposits and Other Financial Assets

The Company has investments in compulsorily convertible debentures / optionally convertible debentures, preference shares, loans to related parties and project deposits. The settlement of such instruments is linked to the completion of the respective underlying projects. The movement in the provision for expected credit loss due to lifetime expected credit loss during the year are as follows:

The Company has recorded provision / expected credit loss on investment in debt and equity instruments of INR 35.43 Crore (Net of impairment reversal) (Previous Year: INR 54.18 Crore), other current financial assets of INR 11.63 Crore (Previous Year: INR 5 Crore).

As at March 31, 2021, the Company had secured project deposits of INR 5.48 Crore (Previous Year: INR 5.48 Crore) and unsecured loans given to related parties of INR 16.65 Crore (Previous Year: INR 16.65 Crore), which have been considered as doubtful by the Company. The Company has fully provided such doubtful project deposits and unsecured loans as at March 31,2021 (Previous Year provision : INR Nil). The Company does not have any Loans for which credit risk has increased significantly in the current and previous year.

(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 capital and debt markets through loan from banks, commercial papers and other debt & equity instruments. The Company invests its surplus funds in bank fixed deposits and debt based mutual funds.

(iii) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rate and interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency Risk

Currency risk is not material, as the Company’s primary business activities are within India and does not have significant exposure in foreign currency.

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 capitalises 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 capitalised. 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.

40 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 seek 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 (including interest accrued) less cash and bank balances and other current investments.

41 Employee Stock Grant Scheme

b) The weighted average exercise price of the options outstanding as at March 31,2021 is INR 5 per share (Previous year: INR 5 per share) and the weighted average remaining contractual life of the options outstanding as at March 31, 2021 is 0.89 years (Previous year: 0.74 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 880.46 (Previous year: INR 756.42). The following table lists the average inputs to the model used for the plan for the year ended March31,2021:

42 Leases

a) The Company has recognised INR 3.45 Crore (Previous Year: INR 2.28 Crore) towards minimum lease payments for shortterm leases and INR 0.37 Crore (Previous Year: INR 0.13 Crore) for low-value assets accounted as per paragraph 6 of IND AS 116 and INR 1.17 Crore (Previous Year:INR 2.81 Crore) minimum lease receipt in the Standalone Statement of Profit and Loss.

b) As a lessor

The Company’s significant leasing arrangements are in respect of operating leases for Commercial premises. Lease income from operating leases is recognised on a straight-line basis over the period of lease. The future minimum lease receivables of non-cancellable operating leases are as under:

(c) Performance obligation

The Company engaged primarily in the business of real estate construction, development and other related activities.

All the Contracts entered with the customers consists of a single performance obligation thereby the consideration allocated to the performance obligation is based on standalone selling prices.

Revenue is recognised upon transfer of control of residential and commercial units to customers for an amount that reflects the consideration which the Company expects to receive in exchange for those units. The trigger for revenue recognition is normally completion of the project or receipt of approvals on completion from relevant authorities or intimation to the customer of completion, post which the contract becomes non-cancellable by the parties.

The revenue is measured at the transaction price agreed under the contract. In certain cases, the Company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company adjusts the transaction price for the effects of a significant financing component.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company’s input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other forms of variable consideration.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognises the entire estimated loss in the period the loss becomes known.

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as at March 31, 2021 is INR 1,374.15 Crore (Previous Year: INR 648.58 Crore), of which INR 997.79 Crore (Previous Year: INR 179.16 Crore), which will be recognised as revenue over a period of 1-2 years and INR 376.36 Crore (Previous Year: INR 469.42 Crore) which will be recognised over a period of 2-4 years.

(d) Reconciliation of revenue recognised in the Standalone Statement of Profit and Loss

The following table discloses the reconciliation of amount of revenue recognised as at 31 March 2021:

47 Scheme of Amalgamation

Amalgamation of Wonder Space Properties Private Limited (WSPPL) with Godrej Properties Limited (GPL) :

Pursuant to the Scheme of Amalgamation (the Scheme) under Section 230 to 240 of the Companies Act, 2013 sanctioned by the

National Company Law Tribunal at Mumbai Bench on September 14, 2020 and filed with the Registrar of Companies (RoC) on

October 26, 2020, WSPPL, a 100% Subsidiary of Godrej Properties Limited (GPL), is amalgamated with GPL w.e.f. April 05, 2019,

the Appointed Date.

As per the said Scheme:

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

ii) 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 Standalone Statement of Profit and Loss during the year ended March 31,2020.

iii) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 Business Combinations, the Standalone Financial Statements of GPL for the year ended March 31, 2020 have been restated from the Appointed Date when the business combination had occurred.

Impact on the Standalone Balance Sheet and Standalone Statement of Profit and Loss:

The impact of amalgamation on the Balance Sheet and Statement of Profit and Loss due to the above amalgamations are

summarised as below:

48 Contingent Liabilities and Commitments

a)

Contingent Liabilities

Matters

March 31,2021

March 31, 2020 (Restated)

I)

Claims against Company not Acknowledged as debts:

i)

Claims not acknowledged as debts represent cases filed by parties in the Consumer forum, Civil Court and High Court and disputed by the Company as advised by advocates. In the opinion of the management the claims are not sustainable

194.90

36.98

ii)

Claims under Income Tax Act, Appeal preferred to The Deputy Commissioner/ Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal

11.65

10.91

iii)

Claims under VAT, Appeal preferred to The Deputy Commissioner/Joint Commissioner of Sales Taxes (Appeals)

14.72

13.73

iv)

Appeal preferred to Customs, Excise and Service Tax Appellate tribunal.

69.89

61.65

v)

Appeal under GST, preferred before Mumbai High Court

13.21

-

vi)

Appeal under GST, to be preferred before Commissioner Appeals

0.06

-

vii)

Appeal preferred to The Joint Commissioner of Sales Tax (Appeal -4) at Maharashtra under Entry of Goods Into Local Areas Act, 2002

0.79

0.77

II)

Guarantees:

i)

Guarantees given by Bank, counter guaranteed by the Company

177.72

36.02

ii)

Guarantees given by the Company

7.29

13.10

b) The Hon’ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal. In view of the management, the liability for the period from date of the SC order to 31 March 2019 is not significant and has been provided in the books of account. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

c) Commitments

(i) Particulars

March 31, 2021

March 31, 2020 (Restated)

Capital Commitment (includes Capital work-in-progress and Investment Property under construction) (Net of advance)

17.54

31.76

(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.

(iv) The Company will arrange funds / subscribe to further capital to support continuing operations in certain subsidiaries and joint ventures (jointly with the shareholders / Partners of the respective joint ventures), if required, based upon operation of such entities. The Company expects the said subsidiaries and joint ventures to meet its obligations and no liability on this account is anticipated.

50 Foreign Exchange Difference

The amount of exchange difference included in the Standalone Statement of Profit and Loss, is INR 0.06 Crore (Net Loss) (Previous Year: INR 0.22 Crore (Net Gain)).

51 Other Expenses includes provision for expected credit loss on investments and other assets of INR 80.41 Crore (Previous Year: 66.63 Crore) and financial assets written off INR 10.42 Crore (Previous Year: INR Nil).

52 Corporate Social Responsibility

The Company has spent INR 6.35 Crore* (Previous Year: INR 2.57 Crore) and created provision for unspent amount of INR 0.91 Crore during the year 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 6.71 Crore. (Previous Year: INR 3.13 Crore)

54 Segment Reporting

A. Basis of Segmentation

Factors used to identify the entity''s reportable segments, including the basis of organisation

For management purposes, the Company has only one reportable segment namely, Development of real estate property. The Managing Director of the Company acts as the Chief Operating Decision Maker ("CODM"). The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators viz. Profit after tax. (Refer note 29)

B. Geographical Information

The geographic information analyses the Company’s revenue and Non-Current Assets other than financial instruments, deferred tax assets, post-employment benefit assets by the Company’s country of domicile and other countries. As the Company is engaged in Development of Real Estate property in India, it has only one reportable geographical segment.

C. Information about major customers

Revenue from one customer is INR 195.20 Crore for the year ended March 31,2021 (Previous Year: INR Nil) constituted more than 10% of the total revenue of the Company.

55 The write-down of inventories to net realisable value during the year amounted to INR 105.71 Crore (Previous Year: INR 27.74 Crore).

57 The Company has assessed the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of Receivables, Inventories, Investments and other assets / liabilities. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external sources of information. As on current date, the Company has concluded that the impact of COVID - 19 is not material based on these estimates. Due to the nature of the pandemic, the Company will continue to monitor developments to identify significant uncertainties in future periods, if any.

58 As per the approvals secured by the Company under relevant provisions of DCR Regulations, 1991 / DCPR 2034, the Company had obligation to handover 35,618.85 sqmt of land to The Municipal Corporation of Greater Mumbai (MCGM). The Company is entitled to receive the Transferable Development Rights (TDR) of 71,237.70 sqm, in lieu of land earmarked and handover to MCGM. The handover of the physical possession of the earmarked land has been completed during the month of February 2021. Based upon receipt of Possession Receipts of Land handed over obtained from MCGM, the Company has recognised the entitlement of TDR as revenue and reflected under Revenue from operations (Refer Note 29) based upon valuation report obtained from registered valuer at INR 195.20 Crore. This TDR forms part of the inventory and is reflected as such (Refer Note 13).

59 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

60 Cash and Cash Equivalents and Bank Balances includes balances in Escrow Account which shall be used only for specified purposes as defined under Real Estate (Regulation and Development) Act, 2016.


Mar 31, 2021

(a) The Company’s investment property under construction consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property under construction during the previous year.

(c) The Company has no restriction on the realisability of its investment property under construction.

(d) Though the Company measures investment property under construction using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of investment property under construction is based on Sales Comparison method which is INR 8.73 Crore (Previous Year: INR 21.78 Crore). Fair valuation of an investment property under construction which is at initial design concept stage is based on Cost method which is INR 3.23 Crore (Previous Year: INR Nil). The fair value measurement is categorised in level 3 fair value hierarchy.

(f) Refer Note 48 for disclosure of Capital Commitments for acquisition of property, plant and equipment and investment property.

(a) The Company’s investment property consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property during the previous year.

(c) The Company has no restriction on the realisability of its investment property and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

(d) Though the Company measures investment property using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of Retail Properties is based on Sales Comparison Method which is INR 27.85 Crore (Previous Year: INR 11.40 Crore) and Commercial Properties is based on Sales Comparison Method, which is INR 9.56 Crore (Previous Year: INR 9.38 Crore based on Rent Capitalization Method). The fair value measurement is categorised in level 3 fair value hierarchy.

d) The Company has recognised deferred tax asset to the extent that the same will be recoverable using the estimated future taxable income based on the approved business plans and budgets of the Company.The Company is expected to genrate taxable income in upcoming years. The business losses can be carried forward for a period of 8 years as per the tax regulations and the Company expects to recover the losses.

e) Section 115BAA of the Income Tax Act, 1961, provides an option to companies for paying income tax at reduced rates in accordance with the provisions/conditions defined in the said section and accordingly, the Company has decided to adopt the new tax rate and recognised provision for income tax on the basis of the rate prescribed in the said section and remeasured its deferred tax assets/liabilities accordingly for the year ended March 31,2021.

f) Deferred tax assets amounting to INR 26.85 Crore (Previous Year: INR 15.26 Crore) have not been recognised in respect of expected credit loss on investments and other assets due to uncertainty as at the current date with respect to future realisation.

g) As per the Company’s assessment, there are no material income tax uncertainties over income tax treatments during the current and previous financial year.

(a) Includes

(i) Balances with Banks in current accounts includes INR 0.02 Crore (Previous Year: INR 0.03 Crore) is on account of earmarked balance for unclaimed dividend.

(ii) Balances with Banks in current accounts includes INR 0.42 Crore (Previous Year: INR 0.54 Crore) received from flat buyers towards maintenance charges.

(b) Includes

(i) INR 49.41 Crore (Previous Year: INR 40.01 Crore) received from flat buyers and held in trust on their behalf in a corpus fund and towards maintenance charges.

(ii) Deposits held as Deposit Repayment Reserve amounting to INR 0.10 Crore (Previous Year: INR 0.10 Crore).

(iii) Fixed deposits held as margin money and lien marked for issuing bank guarantees amounting to INR 0.20 Crore (Previous Year: INR 0.19 Crore).

20 Other Current Non Financial Assets

(a) Advance to Suppliers and Contractors includes advances amounting to INR 2.50 Crore (Previous Year: INR 1.35 Crore) secured against bank guarantees.

(b) Includes amount unbilled to a director INR Nil (Previous Year: INR 0.98 Crore) and entities where directors are interested, viz. Godrej Redevelopers (Mumbai) Private Limited INR 0.19 Crore (Previous Year: INR Nil).

(c) Net of provision of INR 5.98 Crore (Previous Year: INR Nil).

21 Equity Share Capital

g) Rights, preferences and restrictions attached to Equity shares

The Company has only one class of equity shares 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.

(a) The Working Capital Loan (WCL) of INR 715 Crore (Previous Year: INR 500 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable Property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) The WCL of INR 210 Crore (Previous Year: INR 400 Crore) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary).

(b) The Cash Credit (CC) of INR 120.99 Crore (Previous Year: INR 110.48 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecationofCurrentAssetsexcludingwork-in-progress of GodrejProjectsDevelopmentLimited(whollyownedsubsidiary). The Cash Credit (CC) of INR 0.16 Crore (Previous Year: INR Nil) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary). Cash Credit availed from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and is payable on demand.

(c) Unsecured Overdraft facilities from Banks is repayable on demand.

(d) Other Loans includes Unsecured Term Loan, Unsecured Working Capital Loans and Commercial Papers. Term Loan and Working Capital Loans are repayable within one year and Commercial Papers are repayable within 16 to 177 days.

b) Measurement of Fair Value

(i) The fair values of investments in mutual fund units is based on the net asset value (''NAV'') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

(ii) The Company uses the Discounted Cash Flow valuation technique (in relation to financial assets measured at amortised cost and fair value through profit or loss) which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates. The fair value so determined for financial asset measured at fair value through profit and loss are classified as Level 2.

(iii) The Company uses the discounted cash flow valuation technique (in relation to financial liabilities measured at amortised cost) which involves determination of the present value of expected payments, discounted using bank rate. The fair value of non-convertible debentures is valued using FIMMDA guidelines.

(iv) For financial assets that are measured at fair value under Level 3, the carrying amounts are equal to the fair values.

(v) Lease liabilities are valued using Level 3 techniques. A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.

(vi) The sensitivity analysis below for lease liabilities have been determined based on reasonablly possible changes of the discounting rate occuring at the end of the reporting period, while holding all other assumptions constant. If the discounting rate is 50 basis points higher/(lower), would decrease by INR 0.01 crore (Increase by INR 0.01 crore).

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.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

Investment in Securities, Loans to Related Parties, Project Deposits and Other Financial Assets

The Company has investments in compulsorily convertible debentures / optionally convertible debentures, preference shares, loans to related parties and project deposits. The settlement of such instruments is linked to the completion of the respective underlying projects. The movement in the provision for expected credit loss due to lifetime expected credit loss during the year are as follows:

The Company has recorded provision / expected credit loss on investment in debt and equity instruments of INR 35.43 Crore (Net of impairment reversal) (Previous Year: INR 54.18 Crore), other current financial assets of INR 11.63 Crore (Previous Year: INR 5 Crore).

As at March 31, 2021, the Company had secured project deposits of INR 5.48 Crore (Previous Year: INR 5.48 Crore) and unsecured loans given to related parties of INR 16.65 Crore (Previous Year: INR 16.65 Crore), which have been considered as doubtful by the Company. The Company has fully provided such doubtful project deposits and unsecured loans as at March 31,2021 (Previous Year provision : INR Nil). The Company does not have any Loans for which credit risk has increased significantly in the current and previous year.

(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 capital and debt markets through loan from banks, commercial papers and other debt & equity instruments. The Company invests its surplus funds in bank fixed deposits and debt based mutual funds.

(iii) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rate and interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency Risk

Currency risk is not material, as the Company’s primary business activities are within India and does not have significant exposure in foreign currency.

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 capitalises 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 capitalised. 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.

40 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 seek 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 (including interest accrued) less cash and bank balances and other current investments.

41 Employee Stock Grant Scheme

b) The weighted average exercise price of the options outstanding as at March 31,2021 is INR 5 per share (Previous year: INR 5 per share) and the weighted average remaining contractual life of the options outstanding as at March 31, 2021 is 0.89 years (Previous year: 0.74 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 880.46 (Previous year: INR 756.42). The following table lists the average inputs to the model used for the plan for the year ended March31,2021:

42 Leases

a) The Company has recognised INR 3.45 Crore (Previous Year: INR 2.28 Crore) towards minimum lease payments for shortterm leases and INR 0.37 Crore (Previous Year: INR 0.13 Crore) for low-value assets accounted as per paragraph 6 of IND AS 116 and INR 1.17 Crore (Previous Year:INR 2.81 Crore) minimum lease receipt in the Standalone Statement of Profit and Loss.

b) As a lessor

The Company’s significant leasing arrangements are in respect of operating leases for Commercial premises. Lease income from operating leases is recognised on a straight-line basis over the period of lease. The future minimum lease receivables of non-cancellable operating leases are as under:

(c) Performance obligation

The Company engaged primarily in the business of real estate construction, development and other related activities.

All the Contracts entered with the customers consists of a single performance obligation thereby the consideration allocated to the performance obligation is based on standalone selling prices.

Revenue is recognised upon transfer of control of residential and commercial units to customers for an amount that reflects the consideration which the Company expects to receive in exchange for those units. The trigger for revenue recognition is normally completion of the project or receipt of approvals on completion from relevant authorities or intimation to the customer of completion, post which the contract becomes non-cancellable by the parties.

The revenue is measured at the transaction price agreed under the contract. In certain cases, the Company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company adjusts the transaction price for the effects of a significant financing component.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company’s input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other forms of variable consideration.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognises the entire estimated loss in the period the loss becomes known.

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as at March 31, 2021 is INR 1,374.15 Crore (Previous Year: INR 648.58 Crore), of which INR 997.79 Crore (Previous Year: INR 179.16 Crore), which will be recognised as revenue over a period of 1-2 years and INR 376.36 Crore (Previous Year: INR 469.42 Crore) which will be recognised over a period of 2-4 years.

(d) Reconciliation of revenue recognised in the Standalone Statement of Profit and Loss

The following table discloses the reconciliation of amount of revenue recognised as at 31 March 2021:

47 Scheme of Amalgamation

Amalgamation of Wonder Space Properties Private Limited (WSPPL) with Godrej Properties Limited (GPL) :

Pursuant to the Scheme of Amalgamation (the Scheme) under Section 230 to 240 of the Companies Act, 2013 sanctioned by the

National Company Law Tribunal at Mumbai Bench on September 14, 2020 and filed with the Registrar of Companies (RoC) on

October 26, 2020, WSPPL, a 100% Subsidiary of Godrej Properties Limited (GPL), is amalgamated with GPL w.e.f. April 05, 2019,

the Appointed Date.

As per the said Scheme:

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

ii) 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 Standalone Statement of Profit and Loss during the year ended March 31,2020.

iii) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 Business Combinations, the Standalone Financial Statements of GPL for the year ended March 31, 2020 have been restated from the Appointed Date when the business combination had occurred.

Impact on the Standalone Balance Sheet and Standalone Statement of Profit and Loss:

The impact of amalgamation on the Balance Sheet and Statement of Profit and Loss due to the above amalgamations are

summarised as below:

48 Contingent Liabilities and Commitments

a)

Contingent Liabilities

Matters

March 31,2021

March 31, 2020 (Restated)

I)

Claims against Company not Acknowledged as debts:

i)

Claims not acknowledged as debts represent cases filed by parties in the Consumer forum, Civil Court and High Court and disputed by the Company as advised by advocates. In the opinion of the management the claims are not sustainable

194.90

36.98

ii)

Claims under Income Tax Act, Appeal preferred to The Deputy Commissioner/ Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal

11.65

10.91

iii)

Claims under VAT, Appeal preferred to The Deputy Commissioner/Joint Commissioner of Sales Taxes (Appeals)

14.72

13.73

iv)

Appeal preferred to Customs, Excise and Service Tax Appellate tribunal.

69.89

61.65

v)

Appeal under GST, preferred before Mumbai High Court

13.21

-

vi)

Appeal under GST, to be preferred before Commissioner Appeals

0.06

-

vii)

Appeal preferred to The Joint Commissioner of Sales Tax (Appeal -4) at Maharashtra under Entry of Goods Into Local Areas Act, 2002

0.79

0.77

II)

Guarantees:

i)

Guarantees given by Bank, counter guaranteed by the Company

177.72

36.02

ii)

Guarantees given by the Company

7.29

13.10

b) The Hon’ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal. In view of the management, the liability for the period from date of the SC order to 31 March 2019 is not significant and has been provided in the books of account. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

c) Commitments

(i) Particulars

March 31, 2021

March 31, 2020 (Restated)

Capital Commitment (includes Capital work-in-progress and Investment Property under construction) (Net of advance)

17.54

31.76

(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.

(iv) The Company will arrange funds / subscribe to further capital to support continuing operations in certain subsidiaries and joint ventures (jointly with the shareholders / Partners of the respective joint ventures), if required, based upon operation of such entities. The Company expects the said subsidiaries and joint ventures to meet its obligations and no liability on this account is anticipated.

50 Foreign Exchange Difference

The amount of exchange difference included in the Standalone Statement of Profit and Loss, is INR 0.06 Crore (Net Loss) (Previous Year: INR 0.22 Crore (Net Gain)).

51 Other Expenses includes provision for expected credit loss on investments and other assets of INR 80.41 Crore (Previous Year: 66.63 Crore) and financial assets written off INR 10.42 Crore (Previous Year: INR Nil).

52 Corporate Social Responsibility

The Company has spent INR 6.35 Crore* (Previous Year: INR 2.57 Crore) and created provision for unspent amount of INR 0.91 Crore during the year 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 6.71 Crore. (Previous Year: INR 3.13 Crore)

54 Segment Reporting

A. Basis of Segmentation

Factors used to identify the entity''s reportable segments, including the basis of organisation

For management purposes, the Company has only one reportable segment namely, Development of real estate property. The Managing Director of the Company acts as the Chief Operating Decision Maker ("CODM"). The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators viz. Profit after tax. (Refer note 29)

B. Geographical Information

The geographic information analyses the Company’s revenue and Non-Current Assets other than financial instruments, deferred tax assets, post-employment benefit assets by the Company’s country of domicile and other countries. As the Company is engaged in Development of Real Estate property in India, it has only one reportable geographical segment.

C. Information about major customers

Revenue from one customer is INR 195.20 Crore for the year ended March 31,2021 (Previous Year: INR Nil) constituted more than 10% of the total revenue of the Company.

55 The write-down of inventories to net realisable value during the year amounted to INR 105.71 Crore (Previous Year: INR 27.74 Crore).

57 The Company has assessed the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of Receivables, Inventories, Investments and other assets / liabilities. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external sources of information. As on current date, the Company has concluded that the impact of COVID - 19 is not material based on these estimates. Due to the nature of the pandemic, the Company will continue to monitor developments to identify significant uncertainties in future periods, if any.

58 As per the approvals secured by the Company under relevant provisions of DCR Regulations, 1991 / DCPR 2034, the Company had obligation to handover 35,618.85 sqmt of land to The Municipal Corporation of Greater Mumbai (MCGM). The Company is entitled to receive the Transferable Development Rights (TDR) of 71,237.70 sqm, in lieu of land earmarked and handover to MCGM. The handover of the physical possession of the earmarked land has been completed during the month of February 2021. Based upon receipt of Possession Receipts of Land handed over obtained from MCGM, the Company has recognised the entitlement of TDR as revenue and reflected under Revenue from operations (Refer Note 29) based upon valuation report obtained from registered valuer at INR 195.20 Crore. This TDR forms part of the inventory and is reflected as such (Refer Note 13).

59 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

60 Cash and Cash Equivalents and Bank Balances includes balances in Escrow Account which shall be used only for specified purposes as defined under Real Estate (Regulation and Development) Act, 2016.


Mar 31, 2021

(a) The Company’s investment property under construction consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property under construction during the previous year.

(c) The Company has no restriction on the realisability of its investment property under construction.

(d) Though the Company measures investment property under construction using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of investment property under construction is based on Sales Comparison method which is INR 8.73 Crore (Previous Year: INR 21.78 Crore). Fair valuation of an investment property under construction which is at initial design concept stage is based on Cost method which is INR 3.23 Crore (Previous Year: INR Nil). The fair value measurement is categorised in level 3 fair value hierarchy.

(f) Refer Note 48 for disclosure of Capital Commitments for acquisition of property, plant and equipment and investment property.

(a) The Company’s investment property consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property during the previous year.

(c) The Company has no restriction on the realisability of its investment property and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

(d) Though the Company measures investment property using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of Retail Properties is based on Sales Comparison Method which is INR 27.85 Crore (Previous Year: INR 11.40 Crore) and Commercial Properties is based on Sales Comparison Method, which is INR 9.56 Crore (Previous Year: INR 9.38 Crore based on Rent Capitalization Method). The fair value measurement is categorised in level 3 fair value hierarchy.

d) The Company has recognised deferred tax asset to the extent that the same will be recoverable using the estimated future taxable income based on the approved business plans and budgets of the Company.The Company is expected to genrate taxable income in upcoming years. The business losses can be carried forward for a period of 8 years as per the tax regulations and the Company expects to recover the losses.

e) Section 115BAA of the Income Tax Act, 1961, provides an option to companies for paying income tax at reduced rates in accordance with the provisions/conditions defined in the said section and accordingly, the Company has decided to adopt the new tax rate and recognised provision for income tax on the basis of the rate prescribed in the said section and remeasured its deferred tax assets/liabilities accordingly for the year ended March 31,2021.

f) Deferred tax assets amounting to INR 26.85 Crore (Previous Year: INR 15.26 Crore) have not been recognised in respect of expected credit loss on investments and other assets due to uncertainty as at the current date with respect to future realisation.

g) As per the Company’s assessment, there are no material income tax uncertainties over income tax treatments during the current and previous financial year.

(a) Includes

(i) Balances with Banks in current accounts includes INR 0.02 Crore (Previous Year: INR 0.03 Crore) is on account of earmarked balance for unclaimed dividend.

(ii) Balances with Banks in current accounts includes INR 0.42 Crore (Previous Year: INR 0.54 Crore) received from flat buyers towards maintenance charges.

(b) Includes

(i) INR 49.41 Crore (Previous Year: INR 40.01 Crore) received from flat buyers and held in trust on their behalf in a corpus fund and towards maintenance charges.

(ii) Deposits held as Deposit Repayment Reserve amounting to INR 0.10 Crore (Previous Year: INR 0.10 Crore).

(iii) Fixed deposits held as margin money and lien marked for issuing bank guarantees amounting to INR 0.20 Crore (Previous Year: INR 0.19 Crore).

20 Other Current Non Financial Assets

(a) Advance to Suppliers and Contractors includes advances amounting to INR 2.50 Crore (Previous Year: INR 1.35 Crore) secured against bank guarantees.

(b) Includes amount unbilled to a director INR Nil (Previous Year: INR 0.98 Crore) and entities where directors are interested, viz. Godrej Redevelopers (Mumbai) Private Limited INR 0.19 Crore (Previous Year: INR Nil).

(c) Net of provision of INR 5.98 Crore (Previous Year: INR Nil).

21 Equity Share Capital

g) Rights, preferences and restrictions attached to Equity shares

The Company has only one class of equity shares 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.

(a) The Working Capital Loan (WCL) of INR 715 Crore (Previous Year: INR 500 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable Property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) The WCL of INR 210 Crore (Previous Year: INR 400 Crore) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary).

(b) The Cash Credit (CC) of INR 120.99 Crore (Previous Year: INR 110.48 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecationofCurrentAssetsexcludingwork-in-progress of GodrejProjectsDevelopmentLimited(whollyownedsubsidiary). The Cash Credit (CC) of INR 0.16 Crore (Previous Year: INR Nil) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary). Cash Credit availed from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and is payable on demand.

(c) Unsecured Overdraft facilities from Banks is repayable on demand.

(d) Other Loans includes Unsecured Term Loan, Unsecured Working Capital Loans and Commercial Papers. Term Loan and Working Capital Loans are repayable within one year and Commercial Papers are repayable within 16 to 177 days.

b) Measurement of Fair Value

(i) The fair values of investments in mutual fund units is based on the net asset value (''NAV'') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

(ii) The Company uses the Discounted Cash Flow valuation technique (in relation to financial assets measured at amortised cost and fair value through profit or loss) which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates. The fair value so determined for financial asset measured at fair value through profit and loss are classified as Level 2.

(iii) The Company uses the discounted cash flow valuation technique (in relation to financial liabilities measured at amortised cost) which involves determination of the present value of expected payments, discounted using bank rate. The fair value of non-convertible debentures is valued using FIMMDA guidelines.

(iv) For financial assets that are measured at fair value under Level 3, the carrying amounts are equal to the fair values.

(v) Lease liabilities are valued using Level 3 techniques. A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.

(vi) The sensitivity analysis below for lease liabilities have been determined based on reasonablly possible changes of the discounting rate occuring at the end of the reporting period, while holding all other assumptions constant. If the discounting rate is 50 basis points higher/(lower), would decrease by INR 0.01 crore (Increase by INR 0.01 crore).

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.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

Investment in Securities, Loans to Related Parties, Project Deposits and Other Financial Assets

The Company has investments in compulsorily convertible debentures / optionally convertible debentures, preference shares, loans to related parties and project deposits. The settlement of such instruments is linked to the completion of the respective underlying projects. The movement in the provision for expected credit loss due to lifetime expected credit loss during the year are as follows:

The Company has recorded provision / expected credit loss on investment in debt and equity instruments of INR 35.43 Crore (Net of impairment reversal) (Previous Year: INR 54.18 Crore), other current financial assets of INR 11.63 Crore (Previous Year: INR 5 Crore).

As at March 31, 2021, the Company had secured project deposits of INR 5.48 Crore (Previous Year: INR 5.48 Crore) and unsecured loans given to related parties of INR 16.65 Crore (Previous Year: INR 16.65 Crore), which have been considered as doubtful by the Company. The Company has fully provided such doubtful project deposits and unsecured loans as at March 31,2021 (Previous Year provision : INR Nil). The Company does not have any Loans for which credit risk has increased significantly in the current and previous year.

(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 capital and debt markets through loan from banks, commercial papers and other debt & equity instruments. The Company invests its surplus funds in bank fixed deposits and debt based mutual funds.

(iii) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rate and interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency Risk

Currency risk is not material, as the Company’s primary business activities are within India and does not have significant exposure in foreign currency.

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 capitalises 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 capitalised. 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.

40 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 seek 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 (including interest accrued) less cash and bank balances and other current investments.

41 Employee Stock Grant Scheme

b) The weighted average exercise price of the options outstanding as at March 31,2021 is INR 5 per share (Previous year: INR 5 per share) and the weighted average remaining contractual life of the options outstanding as at March 31, 2021 is 0.89 years (Previous year: 0.74 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 880.46 (Previous year: INR 756.42). The following table lists the average inputs to the model used for the plan for the year ended March31,2021:

42 Leases

a) The Company has recognised INR 3.45 Crore (Previous Year: INR 2.28 Crore) towards minimum lease payments for shortterm leases and INR 0.37 Crore (Previous Year: INR 0.13 Crore) for low-value assets accounted as per paragraph 6 of IND AS 116 and INR 1.17 Crore (Previous Year:INR 2.81 Crore) minimum lease receipt in the Standalone Statement of Profit and Loss.

b) As a lessor

The Company’s significant leasing arrangements are in respect of operating leases for Commercial premises. Lease income from operating leases is recognised on a straight-line basis over the period of lease. The future minimum lease receivables of non-cancellable operating leases are as under:

(c) Performance obligation

The Company engaged primarily in the business of real estate construction, development and other related activities.

All the Contracts entered with the customers consists of a single performance obligation thereby the consideration allocated to the performance obligation is based on standalone selling prices.

Revenue is recognised upon transfer of control of residential and commercial units to customers for an amount that reflects the consideration which the Company expects to receive in exchange for those units. The trigger for revenue recognition is normally completion of the project or receipt of approvals on completion from relevant authorities or intimation to the customer of completion, post which the contract becomes non-cancellable by the parties.

The revenue is measured at the transaction price agreed under the contract. In certain cases, the Company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company adjusts the transaction price for the effects of a significant financing component.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company’s input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other forms of variable consideration.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognises the entire estimated loss in the period the loss becomes known.

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as at March 31, 2021 is INR 1,374.15 Crore (Previous Year: INR 648.58 Crore), of which INR 997.79 Crore (Previous Year: INR 179.16 Crore), which will be recognised as revenue over a period of 1-2 years and INR 376.36 Crore (Previous Year: INR 469.42 Crore) which will be recognised over a period of 2-4 years.

(d) Reconciliation of revenue recognised in the Standalone Statement of Profit and Loss

The following table discloses the reconciliation of amount of revenue recognised as at 31 March 2021:

47 Scheme of Amalgamation

Amalgamation of Wonder Space Properties Private Limited (WSPPL) with Godrej Properties Limited (GPL) :

Pursuant to the Scheme of Amalgamation (the Scheme) under Section 230 to 240 of the Companies Act, 2013 sanctioned by the

National Company Law Tribunal at Mumbai Bench on September 14, 2020 and filed with the Registrar of Companies (RoC) on

October 26, 2020, WSPPL, a 100% Subsidiary of Godrej Properties Limited (GPL), is amalgamated with GPL w.e.f. April 05, 2019,

the Appointed Date.

As per the said Scheme:

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

ii) 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 Standalone Statement of Profit and Loss during the year ended March 31,2020.

iii) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 Business Combinations, the Standalone Financial Statements of GPL for the year ended March 31, 2020 have been restated from the Appointed Date when the business combination had occurred.

Impact on the Standalone Balance Sheet and Standalone Statement of Profit and Loss:

The impact of amalgamation on the Balance Sheet and Statement of Profit and Loss due to the above amalgamations are

summarised as below:

48 Contingent Liabilities and Commitments

a)

Contingent Liabilities

Matters

March 31,2021

March 31, 2020 (Restated)

I)

Claims against Company not Acknowledged as debts:

i)

Claims not acknowledged as debts represent cases filed by parties in the Consumer forum, Civil Court and High Court and disputed by the Company as advised by advocates. In the opinion of the management the claims are not sustainable

194.90

36.98

ii)

Claims under Income Tax Act, Appeal preferred to The Deputy Commissioner/ Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal

11.65

10.91

iii)

Claims under VAT, Appeal preferred to The Deputy Commissioner/Joint Commissioner of Sales Taxes (Appeals)

14.72

13.73

iv)

Appeal preferred to Customs, Excise and Service Tax Appellate tribunal.

69.89

61.65

v)

Appeal under GST, preferred before Mumbai High Court

13.21

-

vi)

Appeal under GST, to be preferred before Commissioner Appeals

0.06

-

vii)

Appeal preferred to The Joint Commissioner of Sales Tax (Appeal -4) at Maharashtra under Entry of Goods Into Local Areas Act, 2002

0.79

0.77

II)

Guarantees:

i)

Guarantees given by Bank, counter guaranteed by the Company

177.72

36.02

ii)

Guarantees given by the Company

7.29

13.10

b) The Hon’ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal. In view of the management, the liability for the period from date of the SC order to 31 March 2019 is not significant and has been provided in the books of account. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

c) Commitments

(i) Particulars

March 31, 2021

March 31, 2020 (Restated)

Capital Commitment (includes Capital work-in-progress and Investment Property under construction) (Net of advance)

17.54

31.76

(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.

(iv) The Company will arrange funds / subscribe to further capital to support continuing operations in certain subsidiaries and joint ventures (jointly with the shareholders / Partners of the respective joint ventures), if required, based upon operation of such entities. The Company expects the said subsidiaries and joint ventures to meet its obligations and no liability on this account is anticipated.

50 Foreign Exchange Difference

The amount of exchange difference included in the Standalone Statement of Profit and Loss, is INR 0.06 Crore (Net Loss) (Previous Year: INR 0.22 Crore (Net Gain)).

51 Other Expenses includes provision for expected credit loss on investments and other assets of INR 80.41 Crore (Previous Year: 66.63 Crore) and financial assets written off INR 10.42 Crore (Previous Year: INR Nil).

52 Corporate Social Responsibility

The Company has spent INR 6.35 Crore* (Previous Year: INR 2.57 Crore) and created provision for unspent amount of INR 0.91 Crore during the year 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 6.71 Crore. (Previous Year: INR 3.13 Crore)

54 Segment Reporting

A. Basis of Segmentation

Factors used to identify the entity''s reportable segments, including the basis of organisation

For management purposes, the Company has only one reportable segment namely, Development of real estate property. The Managing Director of the Company acts as the Chief Operating Decision Maker ("CODM"). The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators viz. Profit after tax. (Refer note 29)

B. Geographical Information

The geographic information analyses the Company’s revenue and Non-Current Assets other than financial instruments, deferred tax assets, post-employment benefit assets by the Company’s country of domicile and other countries. As the Company is engaged in Development of Real Estate property in India, it has only one reportable geographical segment.

C. Information about major customers

Revenue from one customer is INR 195.20 Crore for the year ended March 31,2021 (Previous Year: INR Nil) constituted more than 10% of the total revenue of the Company.

55 The write-down of inventories to net realisable value during the year amounted to INR 105.71 Crore (Previous Year: INR 27.74 Crore).

57 The Company has assessed the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of Receivables, Inventories, Investments and other assets / liabilities. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external sources of information. As on current date, the Company has concluded that the impact of COVID - 19 is not material based on these estimates. Due to the nature of the pandemic, the Company will continue to monitor developments to identify significant uncertainties in future periods, if any.

58 As per the approvals secured by the Company under relevant provisions of DCR Regulations, 1991 / DCPR 2034, the Company had obligation to handover 35,618.85 sqmt of land to The Municipal Corporation of Greater Mumbai (MCGM). The Company is entitled to receive the Transferable Development Rights (TDR) of 71,237.70 sqm, in lieu of land earmarked and handover to MCGM. The handover of the physical possession of the earmarked land has been completed during the month of February 2021. Based upon receipt of Possession Receipts of Land handed over obtained from MCGM, the Company has recognised the entitlement of TDR as revenue and reflected under Revenue from operations (Refer Note 29) based upon valuation report obtained from registered valuer at INR 195.20 Crore. This TDR forms part of the inventory and is reflected as such (Refer Note 13).

59 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

60 Cash and Cash Equivalents and Bank Balances includes balances in Escrow Account which shall be used only for specified purposes as defined under Real Estate (Regulation and Development) Act, 2016.


Mar 31, 2021

(a) The Company’s investment property under construction consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property under construction during the previous year.

(c) The Company has no restriction on the realisability of its investment property under construction.

(d) Though the Company measures investment property under construction using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of investment property under construction is based on Sales Comparison method which is INR 8.73 Crore (Previous Year: INR 21.78 Crore). Fair valuation of an investment property under construction which is at initial design concept stage is based on Cost method which is INR 3.23 Crore (Previous Year: INR Nil). The fair value measurement is categorised in level 3 fair value hierarchy.

(f) Refer Note 48 for disclosure of Capital Commitments for acquisition of property, plant and equipment and investment property.

(a) The Company’s investment property consists of some commercial and retail properties in India.

(b) Based on the intention and business plans, some commercial and retail properties owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company had reclassified the same from inventories to investment property during the previous year.

(c) The Company has no restriction on the realisability of its investment property and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

(d) Though the Company measures investment property using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation of Retail Properties is based on Sales Comparison Method which is INR 27.85 Crore (Previous Year: INR 11.40 Crore) and Commercial Properties is based on Sales Comparison Method, which is INR 9.56 Crore (Previous Year: INR 9.38 Crore based on Rent Capitalization Method). The fair value measurement is categorised in level 3 fair value hierarchy.

d) The Company has recognised deferred tax asset to the extent that the same will be recoverable using the estimated future taxable income based on the approved business plans and budgets of the Company.The Company is expected to genrate taxable income in upcoming years. The business losses can be carried forward for a period of 8 years as per the tax regulations and the Company expects to recover the losses.

e) Section 115BAA of the Income Tax Act, 1961, provides an option to companies for paying income tax at reduced rates in accordance with the provisions/conditions defined in the said section and accordingly, the Company has decided to adopt the new tax rate and recognised provision for income tax on the basis of the rate prescribed in the said section and remeasured its deferred tax assets/liabilities accordingly for the year ended March 31,2021.

f) Deferred tax assets amounting to INR 26.85 Crore (Previous Year: INR 15.26 Crore) have not been recognised in respect of expected credit loss on investments and other assets due to uncertainty as at the current date with respect to future realisation.

g) As per the Company’s assessment, there are no material income tax uncertainties over income tax treatments during the current and previous financial year.

(a) Includes

(i) Balances with Banks in current accounts includes INR 0.02 Crore (Previous Year: INR 0.03 Crore) is on account of earmarked balance for unclaimed dividend.

(ii) Balances with Banks in current accounts includes INR 0.42 Crore (Previous Year: INR 0.54 Crore) received from flat buyers towards maintenance charges.

(b) Includes

(i) INR 49.41 Crore (Previous Year: INR 40.01 Crore) received from flat buyers and held in trust on their behalf in a corpus fund and towards maintenance charges.

(ii) Deposits held as Deposit Repayment Reserve amounting to INR 0.10 Crore (Previous Year: INR 0.10 Crore).

(iii) Fixed deposits held as margin money and lien marked for issuing bank guarantees amounting to INR 0.20 Crore (Previous Year: INR 0.19 Crore).

20 Other Current Non Financial Assets

(a) Advance to Suppliers and Contractors includes advances amounting to INR 2.50 Crore (Previous Year: INR 1.35 Crore) secured against bank guarantees.

(b) Includes amount unbilled to a director INR Nil (Previous Year: INR 0.98 Crore) and entities where directors are interested, viz. Godrej Redevelopers (Mumbai) Private Limited INR 0.19 Crore (Previous Year: INR Nil).

(c) Net of provision of INR 5.98 Crore (Previous Year: INR Nil).

21 Equity Share Capital

g) Rights, preferences and restrictions attached to Equity shares

The Company has only one class of equity shares 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.

(a) The Working Capital Loan (WCL) of INR 715 Crore (Previous Year: INR 500 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable Property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) The WCL of INR 210 Crore (Previous Year: INR 400 Crore) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary).

(b) The Cash Credit (CC) of INR 120.99 Crore (Previous Year: INR 110.48 Crore) from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecationofCurrentAssetsexcludingwork-in-progress of GodrejProjectsDevelopmentLimited(whollyownedsubsidiary). The Cash Credit (CC) of INR 0.16 Crore (Previous Year: INR Nil) from SBI is secured by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary). Cash Credit availed from SBI is secured by a primary charge of hypothecation of Current Assets of the Company and work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and by a collateral of Mortgage of Immovable property (including all fit-outs therein) 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 the hypothecation of Current Assets excluding work-in-progress of Godrej Projects Development Limited (wholly owned subsidiary) and is payable on demand.

(c) Unsecured Overdraft facilities from Banks is repayable on demand.

(d) Other Loans includes Unsecured Term Loan, Unsecured Working Capital Loans and Commercial Papers. Term Loan and Working Capital Loans are repayable within one year and Commercial Papers are repayable within 16 to 177 days.

b) Measurement of Fair Value

(i) The fair values of investments in mutual fund units is based on the net asset value (''NAV'') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

(ii) The Company uses the Discounted Cash Flow valuation technique (in relation to financial assets measured at amortised cost and fair value through profit or loss) which involves determination of present value of expected receipt/ payment discounted using appropriate discounting rates. The fair value so determined for financial asset measured at fair value through profit and loss are classified as Level 2.

(iii) The Company uses the discounted cash flow valuation technique (in relation to financial liabilities measured at amortised cost) which involves determination of the present value of expected payments, discounted using bank rate. The fair value of non-convertible debentures is valued using FIMMDA guidelines.

(iv) For financial assets that are measured at fair value under Level 3, the carrying amounts are equal to the fair values.

(v) Lease liabilities are valued using Level 3 techniques. A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.

(vi) The sensitivity analysis below for lease liabilities have been determined based on reasonablly possible changes of the discounting rate occuring at the end of the reporting period, while holding all other assumptions constant. If the discounting rate is 50 basis points higher/(lower), would decrease by INR 0.01 crore (Increase by INR 0.01 crore).

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.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

Investment in Securities, Loans to Related Parties, Project Deposits and Other Financial Assets

The Company has investments in compulsorily convertible debentures / optionally convertible debentures, preference shares, loans to related parties and project deposits. The settlement of such instruments is linked to the completion of the respective underlying projects. The movement in the provision for expected credit loss due to lifetime expected credit loss during the year are as follows:

The Company has recorded provision / expected credit loss on investment in debt and equity instruments of INR 35.43 Crore (Net of impairment reversal) (Previous Year: INR 54.18 Crore), other current financial assets of INR 11.63 Crore (Previous Year: INR 5 Crore).

As at March 31, 2021, the Company had secured project deposits of INR 5.48 Crore (Previous Year: INR 5.48 Crore) and unsecured loans given to related parties of INR 16.65 Crore (Previous Year: INR 16.65 Crore), which have been considered as doubtful by the Company. The Company has fully provided such doubtful project deposits and unsecured loans as at March 31,2021 (Previous Year provision : INR Nil). The Company does not have any Loans for which credit risk has increased significantly in the current and previous year.

(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 capital and debt markets through loan from banks, commercial papers and other debt & equity instruments. The Company invests its surplus funds in bank fixed deposits and debt based mutual funds.

(iii) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rate and interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency Risk

Currency risk is not material, as the Company’s primary business activities are within India and does not have significant exposure in foreign currency.

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 capitalises 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 capitalised. 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.

40 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 seek 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 (including interest accrued) less cash and bank balances and other current investments.

41 Employee Stock Grant Scheme

b) The weighted average exercise price of the options outstanding as at March 31,2021 is INR 5 per share (Previous year: INR 5 per share) and the weighted average remaining contractual life of the options outstanding as at March 31, 2021 is 0.89 years (Previous year: 0.74 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 880.46 (Previous year: INR 756.42). The following table lists the average inputs to the model used for the plan for the year ended March31,2021:

42 Leases

a) The Company has recognised INR 3.45 Crore (Previous Year: INR 2.28 Crore) towards minimum lease payments for shortterm leases and INR 0.37 Crore (Previous Year: INR 0.13 Crore) for low-value assets accounted as per paragraph 6 of IND AS 116 and INR 1.17 Crore (Previous Year:INR 2.81 Crore) minimum lease receipt in the Standalone Statement of Profit and Loss.

b) As a lessor

The Company’s significant leasing arrangements are in respect of operating leases for Commercial premises. Lease income from operating leases is recognised on a straight-line basis over the period of lease. The future minimum lease receivables of non-cancellable operating leases are as under:

(c) Performance obligation

The Company engaged primarily in the business of real estate construction, development and other related activities.

All the Contracts entered with the customers consists of a single performance obligation thereby the consideration allocated to the performance obligation is based on standalone selling prices.

Revenue is recognised upon transfer of control of residential and commercial units to customers for an amount that reflects the consideration which the Company expects to receive in exchange for those units. The trigger for revenue recognition is normally completion of the project or receipt of approvals on completion from relevant authorities or intimation to the customer of completion, post which the contract becomes non-cancellable by the parties.

The revenue is measured at the transaction price agreed under the contract. In certain cases, the Company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company adjusts the transaction price for the effects of a significant financing component.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company’s input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other forms of variable consideration.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognises the entire estimated loss in the period the loss becomes known.

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as at March 31, 2021 is INR 1,374.15 Crore (Previous Year: INR 648.58 Crore), of which INR 997.79 Crore (Previous Year: INR 179.16 Crore), which will be recognised as revenue over a period of 1-2 years and INR 376.36 Crore (Previous Year: INR 469.42 Crore) which will be recognised over a period of 2-4 years.

(d) Reconciliation of revenue recognised in the Standalone Statement of Profit and Loss

The following table discloses the reconciliation of amount of revenue recognised as at 31 March 2021:

47 Scheme of Amalgamation

Amalgamation of Wonder Space Properties Private Limited (WSPPL) with Godrej Properties Limited (GPL) :

Pursuant to the Scheme of Amalgamation (the Scheme) under Section 230 to 240 of the Companies Act, 2013 sanctioned by the

National Company Law Tribunal at Mumbai Bench on September 14, 2020 and filed with the Registrar of Companies (RoC) on

October 26, 2020, WSPPL, a 100% Subsidiary of Godrej Properties Limited (GPL), is amalgamated with GPL w.e.f. April 05, 2019,

the Appointed Date.

As per the said Scheme:

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

ii) 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 Standalone Statement of Profit and Loss during the year ended March 31,2020.

iii) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 Business Combinations, the Standalone Financial Statements of GPL for the year ended March 31, 2020 have been restated from the Appointed Date when the business combination had occurred.

Impact on the Standalone Balance Sheet and Standalone Statement of Profit and Loss:

The impact of amalgamation on the Balance Sheet and Statement of Profit and Loss due to the above amalgamations are

summarised as below:

48 Contingent Liabilities and Commitments

a)

Contingent Liabilities

Matters

March 31,2021

March 31, 2020 (Restated)

I)

Claims against Company not Acknowledged as debts:

i)

Claims not acknowledged as debts represent cases filed by parties in the Consumer forum, Civil Court and High Court and disputed by the Company as advised by advocates. In the opinion of the management the claims are not sustainable

194.90

36.98

ii)

Claims under Income Tax Act, Appeal preferred to The Deputy Commissioner/ Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal

11.65

10.91

iii)

Claims under VAT, Appeal preferred to The Deputy Commissioner/Joint Commissioner of Sales Taxes (Appeals)

14.72

13.73

iv)

Appeal preferred to Customs, Excise and Service Tax Appellate tribunal.

69.89

61.65

v)

Appeal under GST, preferred before Mumbai High Court

13.21

-

vi)

Appeal under GST, to be preferred before Commissioner Appeals

0.06

-

vii)

Appeal preferred to The Joint Commissioner of Sales Tax (Appeal -4) at Maharashtra under Entry of Goods Into Local Areas Act, 2002

0.79

0.77

II)

Guarantees:

i)

Guarantees given by Bank, counter guaranteed by the Company

177.72

36.02

ii)

Guarantees given by the Company

7.29

13.10

b) The Hon’ble Supreme Court of India ("SC") by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal. In view of the management, the liability for the period from date of the SC order to 31 March 2019 is not significant and has been provided in the books of account. Further, pending decision on the subject review petition and directions from the EPFO, the impact for the past period, if any, is not ascertainable and consequently no effect has been given in the accounts.

c) Commitments

(i) Particulars

March 31, 2021

March 31, 2020 (Restated)

Capital Commitment (includes Capital work-in-progress and Investment Property under construction) (Net of advance)

17.54

31.76

(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.

(iv) The Company will arrange funds / subscribe to further capital to support continuing operations in certain subsidiaries and joint ventures (jointly with the shareholders / Partners of the respective joint ventures), if required, based upon operation of such entities. The Company expects the said subsidiaries and joint ventures to meet its obligations and no liability on this account is anticipated.

50 Foreign Exchange Difference

The amount of exchange difference included in the Standalone Statement of Profit and Loss, is INR 0.06 Crore (Net Loss) (Previous Year: INR 0.22 Crore (Net Gain)).

51 Other Expenses includes provision for expected credit loss on investments and other assets of INR 80.41 Crore (Previous Year: 66.63 Crore) and financial assets written off INR 10.42 Crore (Previous Year: INR Nil).

52 Corporate Social Responsibility

The Company has spent INR 6.35 Crore* (Previous Year: INR 2.57 Crore) and created provision for unspent amount of INR 0.91 Crore during the year 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 6.71 Crore. (Previous Year: INR 3.13 Crore)

54 Segment Reporting

A. Basis of Segmentation

Factors used to identify the entity''s reportable segments, including the basis of organisation

For management purposes, the Company has only one reportable segment namely, Development of real estate property. The Managing Director of the Company acts as the Chief Operating Decision Maker ("CODM"). The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators viz. Profit after tax. (Refer note 29)

B. Geographical Information

The geographic information analyses the Company’s revenue and Non-Current Assets other than financial instruments, deferred tax assets, post-employment benefit assets by the Company’s country of domicile and other countries. As the Company is engaged in Development of Real Estate property in India, it has only one reportable geographical segment.

C. Information about major customers

Revenue from one customer is INR 195.20 Crore for the year ended March 31,2021 (Previous Year: INR Nil) constituted more than 10% of the total revenue of the Company.

55 The write-down of inventories to net realisable value during the year amounted to INR 105.71 Crore (Previous Year: INR 27.74 Crore).

57 The Company has assessed the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of Receivables, Inventories, Investments and other assets / liabilities. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external sources of information. As on current date, the Company has concluded that the impact of COVID - 19 is not material based on these estimates. Due to the nature of the pandemic, the Company will continue to monitor developments to identify significant uncertainties in future periods, if any.

58 As per the approvals secured by the Company under relevant provisions of DCR Regulations, 1991 / DCPR 2034, the Company had obligation to handover 35,618.85 sqmt of land to The Municipal Corporation of Greater Mumbai (MCGM). The Company is entitled to receive the Transferable Development Rights (TDR) of 71,237.70 sqm, in lieu of land earmarked and handover to MCGM. The handover of the physical possession of the earmarked land has been completed during the month of February 2021. Based upon receipt of Possession Receipts of Land handed over obtained from MCGM, the Company has recognised the entitlement of TDR as revenue and reflected under Revenue from operations (Refer Note 29) based upon valuation report obtained from registered valuer at INR 195.20 Crore. This TDR forms part of the inventory and is reflected as such (Refer Note 13).

59 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

60 Cash and Cash Equivalents and Bank Balances includes balances in Escrow Account which shall be used only for specified purposes as defined under Real Estate (Regulation and Development) Act, 2016.


Mar 31, 2019

Note 1: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Note 2. : Currency risk 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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimized. Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases/services.

Exposure to currency risk

The summary quantitative data about the Company’s exposure to currency risk as reported to the management of the Company is as follows. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against all other currencies at March 31, 2019 would have affected the measurement of financial instruments denominated in a foreign currency 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.

Note: Sensitivity has been calculated using standard Deviation % of USD rate movement.

Note 3.: Interest rate risk

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate risk

The interest rate profile of the Company''s interest-bearing financial instruments as reported to the management of the Company is as follows.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any borrowings 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 (bps) in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

The risk estimates provided assume a change of 100 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarized above. 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 year.

Note 4 : Hedge accounting

The Company''s risk management policy is to hedge its foreign currency exposure in accordance with the exposure limits advised from time to time. The Company uses forward exchange contracts to hedge its currency risk. Such contracts are generally designated as cash flow hedges.

The forward exchange contracts are denominated in the same currency as the highly probable future transaction value, therefore the hedge ratio is 1:1. The Company''s policy is for the critical terms of the forward exchange contracts to align with the hedged item.

The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The Company assesses whether the derivative designated in each hedging relationship is expected to be and has been effective in offsetting changes in the cash flows of the hedged item using the hypothetical derivative method.

In these hedge relationships, changes in timing of the hedged transactions is the main source of hedge ineffectiveness.

During the Previous Year the outstanding borrowings and the relevant forward contracts have been settled and hence, the amount in "Other Comprehensive Income" pertaining to cash flow hedge reserve (net of deferred tax) has been reclassified to the Profit & Loss.

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 related 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognized.

Note 5 : 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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company''s Capital Management is to maximize shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings less cash and cash equivalents. Equity comprises all components of equity.

Note 6.: Segment information for the year ended March 31, 2019

Factors used to identify the entity’s reportable segments, including the basis of organization -

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1) Animal feed

2) Crop Protection

3) Vegetable Oil

4) Other Business Segment includes, Seed Business, Energy Generation through Windmill and Real Estate Business

(i) Information about Primary business Segments

(ii) The Segment revenue in each of the above business segments consists of sales (net of returns, goods and service tax, rebates etc.) and other operating revenue.

(iii) Segment Revenue, Results, Assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis

(iv) Segment result of Other Business includes non-recurring income of Rs,30.49 crore being profit on sale of land.

1. There are no transactions with single external customers which amounts to 10% or more of the company''s revenue.

2. As the Company mainly caters to the need of domestic market and the total export turnover is not significant, separate geographical segment information has not been given in the standalone financial statements.

Note 7.: Share-based payment arrangements:

Description of share-based payment arrangements

Employee stock options

The Company has participated in the Godrej Industries Limited Employee Stock Grant Scheme 2011 and on May 30, 2011 the Compensation Committee of the Company has approved the grant of stocks to certain eligible employees in terms of the Employee Stock Grant Scheme 2011. The grants would vest in three equal parts every year over the next three years. The exercise price is Rs,1 per equity share as provided in the scheme. The Company has provided Rs,1.09 crore (Previous Year Rs,2.20 crore ) for the aforesaid eligible employees for the current financial year.

Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20,2018.

The ESGS Scheme is effective from April 1, 2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee’s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakhs) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at Rs,10 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.

The Company has provided Rs,1.16 crore for all the eligible employees for current year.

Note 8.: Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note9. : The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal.

Pending decision on the subject review petition and directions from the EPFO, the management has a view that the applicability of the decision is prospective and accordingly provided the liability for March 2019.

The impact for the past period, will depend upon the outcome of subject review petition and directions from the EPFO and hence, disclosed as a Contingent liability in the financial statements. The impact of the same is not ascertainable

Based on the share purchase agreement ("SPA") entered into with the erstwhile promoter of its subsidiary company, Astec Lifesciences Limited, the Company has a commitment to purchase 5% of the subsidiary''s Equity shares from erstwhile promoter for a consideration of Rs,18.48 crores, in case, he exercises his put option available to him as per the SPA.

Note 10 : Leases Operating Lease:

The Company’s leasing arrangements are in respect of operating leases for premises occupied by the Company. These leasing arrangements are renewable on a periodic basis by mutual consent on mutually acceptable terms.

Note 11 : Grants/subsidies from government

Subsidy amounting to Rs,5.26 crore (previous year Nil) accrued during the year is in the nature of capital subsidy.

Note 12. : Investments in subsidiaries

On March 27, 2019, the Company has acquired 13,310 equity shares of Godrej Maxximilk Pvt. Ltd (GMPL) for a consideration of Rs,0.21 crores. Subsequently on March 30, 2019 the Company has subscribed to 1,81,818 shares of GMPL for a consideration of Rs,3.00 crores.Pursuant to these acquisition and subscription, the shareholding in GMPL rose to 62.97% and it become a subsidiary of the Company.

During the year the Company has acquired 3,978 shares of Godrej Tyson Foods Pvt. Ltd (GTFL) for a consideration of Rs,6.91 crore. Pursuant to this acquisition of 2.0% stake in GTFL, it has become a subsidiary of the Company on March 27, 2019.

Note 13 : Information in respect of current investment in associates. during the previous year, the management has decided to divest its stake in AL Rahaba International Trading Limited Liability Company. Consequently, the same had been reclassified as current investment.

Note 14. : Amalgamation of oil palm companies.

To give effect to the Scheme of Amalgamation ("the Scheme") of Godrej Gokarna Oil Palm Ltd (GGOPL), Godrej Oil Palm Ltd (GOPL) and Cauvery Palm Oil Ltd (CPOL) ("the Transferor Companies") with Godrej Agrovet Limited (“the Transferee Company"), effective April 1, 2011, ("the Appointed date") as sanctioned by the Hon''ble High Court of Judicature at Bombay ("the Court"), vide its Order dated March 16, 2012, the following entries have been recorded.

i. Amortization of Intangible Assets of the Transferor Companies amounting to Rs,4.25 crore each for the Financial year ended March 31, 2019 and March 31, 2018 recorded in the books of the Transferee Company are charged against the balance in the General Reserve Account of the Transferee Company. The Gross Book value of these Assets now held by the Transferee Company is Rs,42.51 crore.

Had the Scheme not prescribed the above treatment, profit for the Financial year ended March 31, 2019 would have been lower by Rs,2.77 crore (previous year Rs,2.77 crore).

Note 15. : Corporate social responsibility (csr) expenditure.

As per Section 135 of the Companies Act, 2013 a CSR Committee has been formed by the company. The funds are utilised during the year on activities which are specified in schedule VII of the Act.The utilisation is done by the way of direct contribution towards various activities. Gross amount required to be spent by the company during the year Rs,4.70 crore (Previous year Rs,4.31 crore).

Note 16. : Managerial remuneration.

During the year ended March 31, 2017, the stock options granted under the Company’s stock option scheme were fully vested, exercised and transferred to the eligible employees including the Managing Director of the Company. The perquisite value of the said stock options have been included in the managerial remuneration which resulted in the same exceeding the limits prescribed under Section 197 of the Companies Act, 2013 by an amount of Rs,86.61 crore. During the current year, the Company has obtained necessary approvals for the same, in accordance with the Companies (Amendment) Act, 2017.

During the previous year, the Company had incurred Rs,56.61 crores of IPO expenses. These IPO expenses were allocated between the Company ''14.26 crores (which has been adjusted against the securities premium account) and the selling shareholders Rs,42.35 crores in proportion to the equity shares allotted to the public as fresh issue by the Company and under offer for sale by the selling shareholders.

During the year, the Company has reversed a provision for ''0.40 crore of IPO expenses, since there is no future payment expected and has been appropriately adjusted in Securities Premium Account.

Note 17. :

The Government of India introduced the Goods and Services Tax (GST) with effect from July 1, 2017, consequently revenue from operations for the year ended March 31, 2018 is net of GST, however revenue for quarter ended June 30, 2017 is inclusive of excise duty and hence, total income from operations for year ended March 31, 2018 and year ended March 31, 2019 are not comparable.

Note 18 : The disclosures regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 have not been made since the requirement does not pertain to financial year ended 31 March 2019.

Note19: The amount reflected as "0.00" in Financials are values with less than '' one lakh.

Note No. 2: Related party disclosures

1. In compliance with Ind AS 24 - “Related Party Disclosures”, as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended, the required disclosures are given below:

GODREJ AGROVET LIMITED

(a) (i) Key Management Personnel and Entities where Key Mr. N. B. Godrej (Chairman)

Management personnel has significant influence Mr. A. B. Godrej (up to 5th November, 2018)-

Mr. J. N. Godrej Mr. V. M. Crishna Ms. Tanya A. Dubash Ms. Nisaba Godrej

Mr. Pirojsha A. Godrej (w.e.f. 5th November, 2018)

Mr. B. S. Yadav (Managing Director)

Mr. K. N. Petigara Mr. A. B. Choudhury

Dr. S. L. Anaokar (up to 3rd February, 2019)

Dr. R. A. Mashelkar (w.e.f. July 18, 2017)

Dr. Ritu Anand (w.e.f. July 18, 2017)

Ms. Aditi Kothari Desai (w.e.f. July 18, 2017)

Ms. Roopa Purushothaman (w.e.f. July 18, 2017)

Mr. N. Srinivasan (w.e.f. 4th February, 2019)

Mr. Vivek Raizada (Company Secretary)

Mr. S. Varadaraj (Chief Financial Officer)

The Raika Godrej Family Trust

GODREJ AGROVET LIMITED

TAD Family Trust BNG Family Trust HNG Family Trust SNG Family Trust NG Family Trust PG Family Trust

(b) (i) Holding companies Godrej Industries Limited (holding company)

Vora Soaps Limited (ultimate holding company up to 23rd December, 2018)

(ii) Subsidiary companies Godvet Agrochem Limited

Creamline Dairy Products Limited Nagavalli Milkline Private Limited Astec LifeSciences Limited Behram Chemicals Private Limited

Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia)

Astec Europe Sprl (Belgium, Europe)

Godrej Tyson Foods Limited (w.e.f. 27th March, 2019)

Godrej Maxximilk Private Limited (w.e.f. 27th March, 2019)

(iii) Fellow Subsidiary Companies Godrej Properties Ltd.

Natures Basket Limited

Godrej One Premises Management Private Limited Godrej Vikhroli Properties India Limited

(iv) Joint Ventures Godrej Tyson Foods Limited (up to 26th March, 2019)

ACI Godrej Agrovet Private Limited, Bangladesh Omnivore India Capital Trust

(v) Associates Godrej Maxximilk Private Limited (up to 26th March, 2019)

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

(vi) Other Related Parties Godrej & Boyce Manufacturing Company Limited

Godrej Consumer Products Limited Godrej Seeds & Genetics Limited Godrej Infotech Limited Anamudi Real Estates LLP

(vii) Post-employment benefit plan (entities) for the Godrej Agrovet Limited Provident Fund Trust

benefit of employees of the company ——;——--—-

Godrej Agrovet Limited Superannuation Scheme

Godrej Agrovet Limited Group Gratuity Trust

Note 21.: Earlier, the Company has initiated the process of merger of its subsidiary Astec Lifesciences Limited which has now being withdrawn. Note 63: The figures for the previous year have been regrouped/ reclassified to correspond with current year''s classification/ disclosures.


Mar 31, 2019

Note 1 : General Information

1 Corporate Information

Godrej Industries Limited (“the Company”) was incorporated under the Companies Act, 1956 on March 7, 1988 under the name of Gujarat-Godrej Innovative Chemicals Limited. The business and undertaking of the erstwhile Godrej Soaps Limited was transferred to the Company under a Scheme of Amalgamation with effect from April 1, 1994 and the Company’s name was changed to Godrej Soaps Limited. Subsequently, under a Scheme of Arrangement the Consumer Products division of the Company was demerged with effect from April 1, 2001 into a separate company, Godrej Consumer Products Limited (GCPL).

The Company’s name was changed to Godrej Industries Limited on April 2, 2001. The Vegetable Oils and Processed Foods Manufacturing business of Godrej Foods Limited was transferred to the Company with effect from June 30, 2001. The Foods division (except Wadala factory) was then sold to Godrej Hershey Limited, on March 31, 2006. Swadeshi Detergents Limited, 100% subsidiary of the Company, was amalgamated with the Company effective from April 01, 2013. Wadala Commodities Limited was amalgamated with the Company effective from April 01, 2014. Vora Soaps Limited was amalgamated with the Company effective from December 14, 2017.

The Company is domiciled in India and is listed on BSE Limited (BSE) and The National Stock Exchange of India Limited (NSE). The Company’s registered office is at Godrej One, Pirojshanagar, Eastern Express Highway, Vikhroli (east), Mumbai - 400 079. The Company is engaged in the businesses of manufacture and marketing of oleo-chemicals, their precursors and derivatives, bulk edible oils, estate management and investment activities.

2 Basis of preparation

These standalone financial statements have been prepared on accrual basis to comply in all material aspects with the Indian Accounting Standards (hereinafter referred to as the “Ind As”) as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 and other generally accepted accounting principles in India.

The financial statements have been prepared on a going concern basis. The accounting policies are applied consistently to all the periods presented in the financial statements. All assets and liabilities have been classified as current or non current as per the Company’s normal operating cycle and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013. Based on the nature of products and services and the time between acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities.

The standalone financial statements of the Company for the year ended March 31, 2019 were approved for issue in accordance with the resolution of the Board of Directors on May 13, 2019.

3 Functional and presentation currency

The standalone financial statements are presented in Indian rupees, which is the Company’s functional currency. All amounts have been rounded to the nearest crore, unless otherwise indicated.

4 Key estimates and assumptions

The preparation of financial statements requires Management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable.

Information about critical judgments in applying accounting policies are in respect of leases (determining) whether an arrangement contain a lease (Refer Note 37) that have the most significant effect on the carrying amounts of assets and liabilities and in respect of assumptions and estimates on uncertainties are as follows

- Determination of the estimated useful lives of tangible assets and the assessment as to which components of the cost may be capitalized.

- Impairment of Property, Plant and Equipments and Investments

- Recognition and measurement of defined benefit obligations

- Recognition of deferred tax assets

- Fair valuation of employee share options

- Discounting of long-term financial liabilities

- Fair value of financial instruments

- Provisions and Contingent Liabilities

5 Standards issued but not yet effective

Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new standards and amendments to Ind ASs which the Company has not applied as they are effective for annual periods beginning on or after April 1, 2019:

(a) Ind AS 116 Leases

Ind AS 116 is applicable for financial reporting periods beginning on or after April 1, 2019 and replaces existing lease accounting guidance, namely Ind AS 17. Ind AS 116 introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognises a right-of-use (“ROU”) asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. The nature of expenses related to those leases will change as Ind AS 116 replaces the operating lease expense (i.e., rent) with depreciation charge for ROU assets and interest expense on lease liabilities. There are recognition exemptions for short-term leases and leases of low-value items. Lessor accounting remains similar to the current standard - i.e. lessors continue to classify leases as finance or operating leases. The Group is in the process of analysing the impact of new lease standard on its financial statements.

The Company is proposing to use the “Modified Retrospective Approach” for transitioning to Ind AS 116. Accordingly, comparatives for the year ended March 31, 2019 will not be retrospectively adjusted.

(b) Ind AS 12 - Income taxes (amendments relating to income tax consequences of dividend and uncertainty over income tax treatments)

The amendment relating to income tax consequences of dividend clarify that an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events. The Company does not expect any impact from this pronouncement. It is relevant to note that the amendment does not amend situations where the entity pays a tax on dividend which is effectively a portion of dividends paid to taxation authorities on behalf of shareholders. Such amount paid or payable to taxation authorities continues to be charged to equity as part of dividend, in accordance with Ind AS 12.

The amendment to Appendix C of Ind AS 12 specifies that the amendment is to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. It outlines the following: (1) the entity has to use judgement, to determine whether each tax treatment should be considered separately or whether some can be considered together. The decision should be based on the approach which provides better predictions of the resolution of the uncertainty (2) the entity is to assume that the taxation authority will have full knowledge of all relevant information while examining any amount (3) entity has to consider the probability of the relevant taxation authority accepting the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates would depend upon the probability. The Company does not expect any significant impact of the amendment on its financial statements.

(c) Ind AS 109 - Prepayment Features with Negative Compensation

The amendments relate to the existing requirements in Ind AS 109 regarding termination rights in order to allow measurement at amortised cost (or, depending on the business model, at fair value through other comprehensive income) even in the case of negative compensation payments. The Company does not expect this amendment to have any impact on its financial statements.

(d) Ind AS 19 - Plan Amendment, Curtailment or Settlement

The amendments clarify that if a plan amendment, curtailment or settlement occurs, it is mandatory that the current service cost and the net interest for the period after the re-measurement are determined using the assumptions used for the re-measurement. In addition, amendments have been included to clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The Company does not expect this amendment to have any significant impact on its financial statements.

(e) Ind AS 23 - Borrowing Costs

The amendments clarify that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalisation rate on general borrowings. The Company does not expect any impact from this amendment.

(f) Ind AS 28 - Long-term Interests in Associates and Joint Ventures

The amendments clarify that an entity applies Ind AS 109 Financial Instruments, to long-term interests in an associate or joint venture that form part of the net investment in the associate or joint venture but to which the equity method is not applied. The Company does not currently have any long-term interests in associates and joint ventures to which equity method is not applied.

(g) Ind AS 103 - Business Combinations and Ind AS 111 - Joint Arrangements

The amendments to Ind AS 103 relating to re-measurement clarify that when an entity obtains control of a business that is a joint operation, it re-measures previously held interests in that business. The amendments to Ind AS 111 clarify that when an entity obtains joint control of a business that is a joint operation, the entity does not re-measure previously held interests in that business. The Company will apply the pronouncement if and when it obtains control / joint control of a business that is a joint operation.

6 Measurement of fair values

The Company’s accounting policies and disclosures require the measurement of fair values for financial instruments.

The Company has an established control framework with respect to the measurement of fair values. The Management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the Management assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which such valuations should be classified.

When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

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

- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

1. The Company’s investment properties consist of 15 properties in India. The Management has determined that the investment property consists of two classes of assets - Land and Building - based on the nature, characteristics and risks of each property.

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

3. The fair valuation is based on current prices in the active market for similar properties. The main inputs 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 categorised in level 2 fair value hierarchy.

Notes

a During the previous year, the Company participated in Godrej Agrovet Limited (GAVL) IPO and sold 65,21,739 shares and earned a profit of ‘267.38 crore on sale of shares. The Company, however, continues to hold a controlling stake in GAVL (Refer Note No. 34)

b The Board of Directors of the Company have approved the demerger of the Investment Business of Ensemble Holdings and Finance Limited (a subsidiary of the Company) into the Company and the related Scheme of Arrangement (‘Scheme’) between Ensemble Holdings and Finance Limited and the Company. The Scheme has been filed with NSE and BSE and the Company will proceed with other necessary formalities in this regard, pending which no effects have been given in these Standalone Financial Statements.

c The Company has recorded an impairment loss of Rs. 243.79 crore on an investment in a subsidiary being the excess of its carrying amount over the estimated recoverable amount considering the current and future business outlook.(Refer Note No. 34)

Notes

1 There are no loans which have significant increase in credit risk.

2 The Company had advanced an amount of Rs. 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, 1956 which was disposed of 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. Pleadings have been completed and the Award is awaited.

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 Rs. 10.33 crore in the books of account.

3 Details of Loans under section 186 (4) of Companies Act, 2013.

Notes

1 Inventories are valued at lower of cost and net realisable value. Cost is computed on weighted average basis and is net of Cenvat.

2 Working capital facilities sanctioned by banks under consortium arrangement are secured by hypothecation of stocks.

Notes

a 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.

b 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.

Notes

1 On December 14, 2018, the National Company Law Tribunal (“NCLT”), Mumbai bench vide its Order approved the Scheme of Amalgamation of Vora Soaps Limited (VSL) with the Company. Consequent to the said Order and filing of the final certified Orders with the Registrar of Companies, Maharashtra on December 24, 2018, the Scheme has become effective from the Appointed Date of December 14, 2017. According to the Scheme, the Company cancelled 19,39,04,681 equity shares held by VSL and issued 19,39,04,681 fully paid Equity Shares as a consideration to the Equity and Preference shareholders of Vora Soaps Limited. (Refer Note 46)

2 In the FY 2014-15, the Honourable Bombay High Court and High Court of Madhya Pradesh, Indore Bench, approved a Scheme of Amalgamation (“Scheme”) of Wadala 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.

Refer Statement of Changes in Equity for detailed movement in Other Equity balances B Nature and purpose of reserve

1 Capital Redemption Reserve : The Company recognised 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 recognised in Securities Premium Account. 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 account. This reserve is utilised in accordance with the Section 52 of The Companies Act, 2013.

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

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

5 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.

6 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.

Note

1 There are no Micro, Small and Medium Enterprises, to whom the Company owes dues (principal and/or interest), which are outstanding for more than 45 days as at the balance sheet date. During the year, there have been no payments made to Micro, Small and Medium Enterprises beyond 45 days. There were no amounts on account of interest due that were payable for the period where the principal has been paid but interest under the MSMED Act, 2006 not paid. Further, there were no amounts towards interest accrued that were remaining unpaid at the end of accounting year. Accordingly, there were no amounts due to further interest due and payable in the succeeding years. The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

Notes

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

The Corporate surety bond of Rs. 33.11 crore ( previous year Rs. 26.88 crore) 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 judgements/decisions pending with various forums/authorities.

Notes

1 The Government of India introduced the Goods and Service Tax (GST) with effect from July 01, 2017, consequently revenue from operations for the period July 01, 2017 to March 31, 2018 is net of GST. However, revenue for the period April 01, 2017 to June 30, 2017 is inclusive of Excise Duty and hence, total revenue from operations for the year ended March 31, 2019 and year ended March 31, 2018 are not comparable.

2 Dividend Income has been disclosed under Revenue from Operations since Finance and Investments is an Operating Business Segment for the Company.

3 Disaggregation of revenue from contracts with customers

The Company derives revenue from the sale of products in the following major segments:

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 off investments in subsidiaries and associates in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognised.

During the year, the Company has not accounted for tax credits in respect of Minimum Alternate Tax (MAT credit) of Rs. Nil crore (previous year Rs. 4.32 crores). 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 recognised a deferred tax asset for the same.

Note 7 : Leases

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 :

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 8 : 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 contributions.

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.

The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2019.

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 7.79% p.a. has been considered based on the current investment pattern in Government securities.

4 Amounts Recognised as Expense :

i) Defined Contribution Plan

Employer’s Contribution to Provident Fund amounting to Rs. 3.14 crore (previous year Rs. 2.96 crore) has been included in Note 31 Employee Benefits Expenses

ii) Defined Benefit Plan

Gratuity cost amounting to Rs. 1.8 crore (previous year Rs. 1.69 crore) has been included in Note 31 Employee Benefits Expenses.

Employer’s Contribution to Provident Fund amounting to Rs. 1.58 crore (previous year Rs. 2.04 crore) has been included in Note 31 Employee Benefits Expenses.

Pension cost amounting to ‘ 0.11 crore (previous year ‘ 0.10 crore) has been included in Note 31 Employee Benefits Expenses.

5 The amounts recognised in the Company’s financial statements as at the year end are as under :

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

6 Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting year.

7 Expected future benefit payments of Gratuity from the date of reporting

Note 9 : Employee Stock Benefit Plans

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 ‘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 ‘1 each to eligible employees of participating companies. The maximum number of options that may be granted per employee per year shall not exceed 1,000,000 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 weighted 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 upto March 31, 2012.

The total excess shares at the year end are Nil (Previous year NIL).

The weighted average balance life of ESOP I options outstanding as on March 31, 2019 is Nil 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 1, 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 ‘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 amortised over the vesting period.

Following table lists the average inputs to the model used for the plan for the year ended March 31, 2019:

(i) The weighted average exercise price of the options outstanding as on March 31, 2019 is Rs. 1 (previous year Rs. 1 per share) and the weighted average remaining contractual life of the options outstanding as on March 31, 2018 is 0.73 years (previous year 0.79 years)

Note 10: Related Party Information

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

1 Vora Soaps Limited (Holding Co.) (up to 24.12.2018)

2 Godrej Agrovet Limited - Subsidiary Co.

2.1 Godvet Agrochem Limited

2.2 Astec LifeSciences Limited (including its following wholly owned subsidiaries)

2.2.1 Behram Chemicals Private Limited

2.2.2 Astec Europe Sprl

2.2.3 Comercializadora Agricola Agroastrachem Cia Ltda

2.3 Creamline Dairy Products Limited

2.3.1 Nagavalli Milkline Private Limited

2.4 Godrej Tyson Foods Limited (w.e.f. March 27, 2019)

2.5 Godrej Maxximilk Private Limited (w.e.f. March 27, 2019)

Joint Venture

2.6 ACI Godrej Agrovet Private Limited, Bangladesh Associates

2.7 Godrej Tyson Foods Limited ( up to March 26, 2019)

2.8 Alrahba International Trading LLC, UAE

2.9 Godrej Maxximilk Private Limited ( up to March 26, 2019)

3 Godrej Properties Limited - Subsidiary Co.

3.1 Godrej Project Development Limited

3.2 Godrej Buildcon Private Limited

3.3 Godrej Garden City Properties Private Limited

3.4 Godrej Home Developers Private Limited

3.5 Godrej Hill Side Properties Private Limited

3.6 Mahalunge Township Developers LLP (Erstwhile known as Godrej Land Developers LLP)

3.7 Godrej Highrises Realty LLP

3.8 Godrej Prakriti Facilities Private Limited

3.9 Godrej Project Developers & Properties LLP

3.10 Godrej Highrises Properties Private Limited

3.11 Godrej Genesis Facilities Management Private Limited

3.12 Prakritiplaza Facilities Management Private Limited

3.13 City Star Infraprojects Limited

3.14 Godrej Residency Private Limited

3.15 Godrej Skyview LLP

3.16 Godrej Green Properties LLP

3.17 Godrej Projects (Soma) LLP

3.18 Godrej Projects North LLP (Formerly Known as Godrej Projects (Bluejay) LLP)

3.19 Godrej Athenmark LLP

3.20 Godrej Vestamark LLP

3.21 Godrej Properties Worldwide Inc, USA

3.22 Suncity Infrastructures (Mumbai ) LLP

3.23 Embellish Houses LLP

3.24 Godrej City Facilities Management LLP

3.25 Godrej Landmark Redevelopers Private Limited (up to March 19, 2019)

3.26 Godrej Skyline Developers Private Limited (effective from September 29, 2017) Joint Venture

3.27 Godrej Realty Private Limited

3.28 Godrej Landmark Redevelopers Private Limited

3.29 Godrej Redevelopers (Mumbai) Private Limited

3.30 Wonder Space Properties Private Limited

3.31 Wonder City Buildcon Private Limited

3.32 Godrej Home Constructions Private Limited

3.33 Godrej Greenview Housing Private Limited

3.34 Wonder Projects Development Private Limited

3.35 Godrej Real View Developers Private Limited

3.36 Pearlite Real Properties Private Limited

3.37 Godrej Skyline Developers Private Limited

3.38 Godrej Green Homes Limited (effective from March 17, 2018)

3.39 Godrej Property Developers LLP

3.40 Mosiac Landmarks LLP

3.41 Dream World Landmarks LLP

3.42 Oxford Realty LLP

3.43 Godrej SSPDL Green Acres LLP

3.44 Oasis Landmarks LLP

3.45 M S Ramaiah Ventures LLP

3.46 Caroa Properties LLP

3.47 Godrej Constructions Projects LLP

3.48 Godrej Housing Projects LLP

3.49 Amitis Developers LLP

3.50 A R Landcraft LLP

3.51 Prakhhyat Dwellings LLP

3.52 Bavdhan Realty @ Pune 21 LLP

3.53 Godrej Highview LLP (effective from June 15, 2017)

3.54 Godrej Irismark LLP (effective from Janurary 24, 2017)

3.55 Godrej Projects North Star LLP (formerly known as Godrej Projects (Century) LLP) (effective from September 27, 2017)

3.56 Godrej Developers & Properties LLP (effective from October 30, 2017)

3.57 Sai Srushti Onehub Projects LLP (effective from January 31, 2018)

3.58 Maan-Hinje Township Developers LLP (Formerly Known as Godrej Projects (Pune) LLP)

3.59 Manjari Housing Projects LLP (Formerly Known as Godrej Avamark LLP)

3.60 Ashank Macbricks Private Limited (effective August 3, 2018)

3.61 Suncity Infrastructures (Mumbai) LLP (effective October 10, 2018)

3.62 Mahalunge Township Developers LLP (formerly known as Godrej Land Developers LLP) (Classified as Joint Venture effective February 1, 2019)

3.63 Rosebery Estate LLP

4 Natures Basket Limited - Subsidiary Co.

5 Godrej International Limited - Subsidiary Co.

6 Godrej International Trading & Investments Pte Limited - Subsidiary Co

7 Ensemble Holdings & Finance Limited - Subsidiary Co.

8 Godrej One Premises Management Private Limited - Subsidiary Co.

9 Godrej Industries Limited Employee Stock Option Trust - Subsidiary Co.

Associates

10 Godrej Consumer Products Limited and its stepdown subsidiaries

10.1 Godrej Global Mideast FZE, Sharjah

10.2 PT Megasari Makmur, Indonesia

10.3 Strength of Nature LLC, USA

10.4 Godrej Household Products Bangladesh Private Limited, Bangladesh

10.5 Godrej Household Products Bangladesh Private Limited, Sri Lanka

10.6 Bhabhani Blunt Hairdressing Private Limited

11 Companies under common ownership

11.1 Godrej & Boyce Manufacturing Company Limited

11.2 Godrej Seeds & Genetics Limited

11.3 Godrej South Africa Pty Limited

11.4 Laboratoria Cuenca S.A.

12 Key Management Personnel

12.1 Mr. A. B. Godrej - Chairman

12.2 Mr. N. B. Godrej - Managing Director

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

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

12.5 Mr. C. G. Pinto - Chief Financial Officer

12.6 Ms. Nilufer Shekhawat - Company Secretary (up to October 31, 2018)

12.7 Ms. Tejal Jariwala - Company Secretary (effective from November 12, 2018)

13 Non-Executive Directors

13.1 Mr. J.N. Godrej

13.2 Mr. V.M. Crishna

13.3 Mr. K.K. Dastur

13.4 Mr. K.M. Elavia

13.5 Mr. K.N. Petigara

13.6 Mr. S.A. Ahmadullah

13.7 Mr. A.B. Choudhury

13.8 Mr. A.D. Cooper

13.9 Ms. Rashmi Joshi (effective from March 15, 2019)

14 Relatives of Key Management Personnel

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

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

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

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

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

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

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

14.8 Master A. A. Dubash - Son of Ms. Tanya Dubash

14.9 Master A. A. Dubash - Son of Ms. Tanya Dubash

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

15 Enterprises over which key management personnel exercise significant influence

15.1 Anamudi Real Estates LLP

15.2 Godrej Investments Private Limited

15.3 Innovia Multiventures Private Limited

15.4 TAD Family Trust

16 Enterprises over which relative of key management personnel exercise significant influence

16.1 Shata Trading & Finance Private Limited

16.2 Shilawati Trading & Finance Private Limited

16.3 NG Family Trust

16.4 PG Family Trust

16.5 HNG Family Trust

16.6 Godrej Investment Advisers Private Limited

16.7 Godrej Housing Finance Limited

16.8 Mukteshwar Realty Private Limited

16.9 Karukachal Developers Private Limited

16.10 Eranthus Developers Private Limited

16.11 Praviz Developers Private Limited

17 Post Employement Benefit Trust where reporting entity exercises significant influence

17.1 Godrej Industries Employees Provident Fund

17.2 Godrej Industries Ltd Group Gratuity Trust

Note 11 : Fair Value Measurement

Refer Note 2 sub note 9 & 10 for accounting policy on Financial Instruments.

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

1 Accounting classification and fair values

Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are as follows.

* 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 credit worthiness 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.

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.

Note 12 : 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 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 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 and Bank balances.

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 analysed 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 Corporates, 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.

The ageing of trade receivables that were not impaired was as follows:

Bank Balances.

Bank Accounts are maintained with Banks having high credit ratings

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.

4 Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates - 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 investments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising 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. Impact of fluctuation in Foreign Currency Rates on these borrowings relating to Capital Expenditure will be capitalised to Fixed Assets and would not impact the Statement of Profit and Loss.

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.

Exposure to interest rate risk

Company’s interest rate risk arises from borrowings. The interest rate profile of the Company’s interest-bearing financial instruments as reported to the Management of the Company is as follows:

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.

Note 13 : Capital Management

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 maximise 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.

Note 14 : Master netting or similar agreements

The following table presents the recognised financial instruments that are offset, or subject to enforceable master netting arrangements and other similar agreements but not offset, as at Balance Sheet Dates:

Derivatives

The Company enters into derivative contracts for hedging foreign exchange exposures. In general, under such agreements, the amounts owed by each counterparty on a single day in respect of all the transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other.

Note 15 : Amalgamation of Vora Soaps Limited with the Company

On December 14, 2018, the National Company Law Tribunal (“NCLT”), Mumbai bench vide its Order approved the Scheme of Amalgamation of Vora Soaps Limited (VSL) with the Company. Consequent to the said Order and filing of the final certified Orders with the Registrar of Companies, Maharashtra on December 24, 2018, the Scheme has become effective from the Appointed Date of December 14, 2017.

The Financial Statements for the previous year ended March 31, 2018 have been restated pursuant to the wordings of the Scheme with effect from the Appointed date of December 14, 2017.

The effects of restatement on the Total Comprehensive Income, Equity and Cash flows have been given in the tables below.

(a) Purchase Consideration

The Company has issued 19,39,04,681 fully paid Equity Shares as a consideration to the Equity and Preference shareholders of Vora Soaps Limited.

(b) Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition

Note : 16

Managerial Remuneration to the directors paid for the current year ended March 31, 2019 exceeded the permissible limits as prescribed under section 197 read with Schedule V of the Companies Act, 2013 by Rs. 7.96 crore. The Company is in the process of obtaining approval from its shareholders at the forthcoming annual general meeting for such excess remuneration paid. Managerial Remuneration paid for the previous year ended March 31, 2018 exceeded the permissible limits as prescribed under Schedule V of the Companies Act 2013 by Rs. 7.48 crore (March 31, 2017 Rs. 4.54 crore). Post notification of Section 67 of the Companies (Amendment) Act, 2017 (which corresponds to Section 197 of the Companies Act, 2013), the Company has obtained approval of the shareholders by a special resolution for payment of the excess remuneration.

Note : 17

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 these standalone financial statements.

Note : 18

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

Note 19 :

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


Mar 31, 2019

Note 1: 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. The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Note 2. : Currency risk 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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimized. Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases/services.

Exposure to currency risk

The summary quantitative data about the Company’s exposure to currency risk as reported to the management of the Company is as follows. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against all other currencies at March 31, 2019 would have affected the measurement of financial instruments denominated in a foreign currency 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.

Note: Sensitivity has been calculated using standard Deviation % of USD rate movement.

Note 3.: Interest rate risk

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate risk

The interest rate profile of the Company''s interest-bearing financial instruments as reported to the management of the Company is as follows.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any borrowings 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 (bps) in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

The risk estimates provided assume a change of 100 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarized above. 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 year.

Note 4 : Hedge accounting

The Company''s risk management policy is to hedge its foreign currency exposure in accordance with the exposure limits advised from time to time. The Company uses forward exchange contracts to hedge its currency risk. Such contracts are generally designated as cash flow hedges.

The forward exchange contracts are denominated in the same currency as the highly probable future transaction value, therefore the hedge ratio is 1:1. The Company''s policy is for the critical terms of the forward exchange contracts to align with the hedged item.

The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The Company assesses whether the derivative designated in each hedging relationship is expected to be and has been effective in offsetting changes in the cash flows of the hedged item using the hypothetical derivative method.

In these hedge relationships, changes in timing of the hedged transactions is the main source of hedge ineffectiveness.

During the Previous Year the outstanding borrowings and the relevant forward contracts have been settled and hence, the amount in "Other Comprehensive Income" pertaining to cash flow hedge reserve (net of deferred tax) has been reclassified to the Profit & Loss.

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 related 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries and certain joint ventures in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognized.

Note 5 : 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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company''s Capital Management is to maximize shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings less cash and cash equivalents. Equity comprises all components of equity.

Note 6.: Segment information for the year ended March 31, 2019

Factors used to identify the entity’s reportable segments, including the basis of organization -

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1) Animal feed

2) Crop Protection

3) Vegetable Oil

4) Other Business Segment includes, Seed Business, Energy Generation through Windmill and Real Estate Business

(i) Information about Primary business Segments

(ii) The Segment revenue in each of the above business segments consists of sales (net of returns, goods and service tax, rebates etc.) and other operating revenue.

(iii) Segment Revenue, Results, Assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis

(iv) Segment result of Other Business includes non-recurring income of Rs,30.49 crore being profit on sale of land.

1. There are no transactions with single external customers which amounts to 10% or more of the company''s revenue.

2. As the Company mainly caters to the need of domestic market and the total export turnover is not significant, separate geographical segment information has not been given in the standalone financial statements.

Note 7.: Share-based payment arrangements:

Description of share-based payment arrangements

Employee stock options

The Company has participated in the Godrej Industries Limited Employee Stock Grant Scheme 2011 and on May 30, 2011 the Compensation Committee of the Company has approved the grant of stocks to certain eligible employees in terms of the Employee Stock Grant Scheme 2011. The grants would vest in three equal parts every year over the next three years. The exercise price is Rs,1 per equity share as provided in the scheme. The Company has provided Rs,1.09 crore (Previous Year Rs,2.20 crore ) for the aforesaid eligible employees for the current financial year.

Employee stock grant scheme - equity settled

The Company had set up the Employees Stock Grant Scheme 2018 (ESGS) pursuant to the approval by the Shareholders by way of postal ballot, the result of which was declared on June 20,2018.

The ESGS Scheme is effective from April 1, 2018, (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 2018 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.

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 Nomination and Remuneration Committee of the respective Company based on the employee’s performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty five Lakhs) 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.

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 the Nomination and Remuneration 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.

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 Nomination and Remuneration Committee.

The Exercise Price of the shares has been fixed at Rs,10 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.

The Company has provided Rs,1.16 crore for all the eligible employees for current year.

Note 8.: Contingent liabilities represents estimates made mainly for probable claims arising out of litigation/ disputes pending with authorities under various statutes (Excise duty, Customs duty, Income tax).The probability and timing of outflow with regard to these matters depend on the final outcome of litigations/ disputes. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

Note9. : The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal.

Pending decision on the subject review petition and directions from the EPFO, the management has a view that the applicability of the decision is prospective and accordingly provided the liability for March 2019.

The impact for the past period, will depend upon the outcome of subject review petition and directions from the EPFO and hence, disclosed as a Contingent liability in the financial statements. The impact of the same is not ascertainable

Based on the share purchase agreement ("SPA") entered into with the erstwhile promoter of its subsidiary company, Astec Lifesciences Limited, the Company has a commitment to purchase 5% of the subsidiary''s Equity shares from erstwhile promoter for a consideration of Rs,18.48 crores, in case, he exercises his put option available to him as per the SPA.

Note 10 : Leases Operating Lease:

The Company’s leasing arrangements are in respect of operating leases for premises occupied by the Company. These leasing arrangements are renewable on a periodic basis by mutual consent on mutually acceptable terms.

Note 11 : Grants/subsidies from government

Subsidy amounting to Rs,5.26 crore (previous year Nil) accrued during the year is in the nature of capital subsidy.

Note 12. : Investments in subsidiaries

On March 27, 2019, the Company has acquired 13,310 equity shares of Godrej Maxximilk Pvt. Ltd (GMPL) for a consideration of Rs,0.21 crores. Subsequently on March 30, 2019 the Company has subscribed to 1,81,818 shares of GMPL for a consideration of Rs,3.00 crores.Pursuant to these acquisition and subscription, the shareholding in GMPL rose to 62.97% and it become a subsidiary of the Company.

During the year the Company has acquired 3,978 shares of Godrej Tyson Foods Pvt. Ltd (GTFL) for a consideration of Rs,6.91 crore. Pursuant to this acquisition of 2.0% stake in GTFL, it has become a subsidiary of the Company on March 27, 2019.

Note 13 : Information in respect of current investment in associates. during the previous year, the management has decided to divest its stake in AL Rahaba International Trading Limited Liability Company. Consequently, the same had been reclassified as current investment.

Note 14. : Amalgamation of oil palm companies.

To give effect to the Scheme of Amalgamation ("the Scheme") of Godrej Gokarna Oil Palm Ltd (GGOPL), Godrej Oil Palm Ltd (GOPL) and Cauvery Palm Oil Ltd (CPOL) ("the Transferor Companies") with Godrej Agrovet Limited (“the Transferee Company"), effective April 1, 2011, ("the Appointed date") as sanctioned by the Hon''ble High Court of Judicature at Bombay ("the Court"), vide its Order dated March 16, 2012, the following entries have been recorded.

i. Amortization of Intangible Assets of the Transferor Companies amounting to Rs,4.25 crore each for the Financial year ended March 31, 2019 and March 31, 2018 recorded in the books of the Transferee Company are charged against the balance in the General Reserve Account of the Transferee Company. The Gross Book value of these Assets now held by the Transferee Company is Rs,42.51 crore.

Had the Scheme not prescribed the above treatment, profit for the Financial year ended March 31, 2019 would have been lower by Rs,2.77 crore (previous year Rs,2.77 crore).

Note 15. : Corporate social responsibility (csr) expenditure.

As per Section 135 of the Companies Act, 2013 a CSR Committee has been formed by the company. The funds are utilised during the year on activities which are specified in schedule VII of the Act.The utilisation is done by the way of direct contribution towards various activities. Gross amount required to be spent by the company during the year Rs,4.70 crore (Previous year Rs,4.31 crore).

Note 16. : Managerial remuneration.

During the year ended March 31, 2017, the stock options granted under the Company’s stock option scheme were fully vested, exercised and transferred to the eligible employees including the Managing Director of the Company. The perquisite value of the said stock options have been included in the managerial remuneration which resulted in the same exceeding the limits prescribed under Section 197 of the Companies Act, 2013 by an amount of Rs,86.61 crore. During the current year, the Company has obtained necessary approvals for the same, in accordance with the Companies (Amendment) Act, 2017.

During the previous year, the Company had incurred Rs,56.61 crores of IPO expenses. These IPO expenses were allocated between the Company ''14.26 crores (which has been adjusted against the securities premium account) and the selling shareholders Rs,42.35 crores in proportion to the equity shares allotted to the public as fresh issue by the Company and under offer for sale by the selling shareholders.

During the year, the Company has reversed a provision for ''0.40 crore of IPO expenses, since there is no future payment expected and has been appropriately adjusted in Securities Premium Account.

Note 17. :

The Government of India introduced the Goods and Services Tax (GST) with effect from July 1, 2017, consequently revenue from operations for the year ended March 31, 2018 is net of GST, however revenue for quarter ended June 30, 2017 is inclusive of excise duty and hence, total income from operations for year ended March 31, 2018 and year ended March 31, 2019 are not comparable.

Note 18 : The disclosures regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 have not been made since the requirement does not pertain to financial year ended 31 March 2019.

Note19: The amount reflected as "0.00" in Financials are values with less than '' one lakh.

Note No. 2: Related party disclosures

1. In compliance with Ind AS 24 - “Related Party Disclosures”, as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended, the required disclosures are given below:

GODREJ AGROVET LIMITED

(a) (i) Key Management Personnel and Entities where Key Mr. N. B. Godrej (Chairman)

Management personnel has significant influence Mr. A. B. Godrej (up to 5th November, 2018)-

Mr. J. N. Godrej Mr. V. M. Crishna Ms. Tanya A. Dubash Ms. Nisaba Godrej

Mr. Pirojsha A. Godrej (w.e.f. 5th November, 2018)

Mr. B. S. Yadav (Managing Director)

Mr. K. N. Petigara Mr. A. B. Choudhury

Dr. S. L. Anaokar (up to 3rd February, 2019)

Dr. R. A. Mashelkar (w.e.f. July 18, 2017)

Dr. Ritu Anand (w.e.f. July 18, 2017)

Ms. Aditi Kothari Desai (w.e.f. July 18, 2017)

Ms. Roopa Purushothaman (w.e.f. July 18, 2017)

Mr. N. Srinivasan (w.e.f. 4th February, 2019)

Mr. Vivek Raizada (Company Secretary)

Mr. S. Varadaraj (Chief Financial Officer)

The Raika Godrej Family Trust

GODREJ AGROVET LIMITED

TAD Family Trust BNG Family Trust HNG Family Trust SNG Family Trust NG Family Trust PG Family Trust

(b) (i) Holding companies Godrej Industries Limited (holding company)

Vora Soaps Limited (ultimate holding company up to 23rd December, 2018)

(ii) Subsidiary companies Godvet Agrochem Limited

Creamline Dairy Products Limited Nagavalli Milkline Private Limited Astec LifeSciences Limited Behram Chemicals Private Limited

Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia)

Astec Europe Sprl (Belgium, Europe)

Godrej Tyson Foods Limited (w.e.f. 27th March, 2019)

Godrej Maxximilk Private Limited (w.e.f. 27th March, 2019)

(iii) Fellow Subsidiary Companies Godrej Properties Ltd.

Natures Basket Limited

Godrej One Premises Management Private Limited Godrej Vikhroli Properties India Limited

(iv) Joint Ventures Godrej Tyson Foods Limited (up to 26th March, 2019)

ACI Godrej Agrovet Private Limited, Bangladesh Omnivore India Capital Trust

(v) Associates Godrej Maxximilk Private Limited (up to 26th March, 2019)

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

(vi) Other Related Parties Godrej & Boyce Manufacturing Company Limited

Godrej Consumer Products Limited Godrej Seeds & Genetics Limited Godrej Infotech Limited Anamudi Real Estates LLP

(vii) Post-employment benefit plan (entities) for the Godrej Agrovet Limited Provident Fund Trust

benefit of employees of the company ——;——--—-

Godrej Agrovet Limited Superannuation Scheme

Godrej Agrovet Limited Group Gratuity Trust

Note 21.: Earlier, the Company has initiated the process of merger of its subsidiary Astec Lifesciences Limited which has now being withdrawn. Note 63: The figures for the previous year have been regrouped/ reclassified to correspond with current year''s classification/ disclosures.


Mar 31, 2018

1. General information

Godrej Agrovet Ltd. (“the Company”) is a public limited company, which is domiciled and incorporated in the Republic of India with its registered office situated at 3rd Floor, Godrej One, Pirojshanagar, Vikhroli (East), Mumbai - 400 079. The Company, an erstwhile division of Godrej Soaps Limited was incorporated under the Companies Act, 1956 on November 25, 1991. The Company is a diversified agribusiness company and its principal activities include manufacturing and marketing of high quality animal feed, innovative agricultural inputs and palm oil & allied products. The Company is a public company limited by shares and is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

2. Basis of preparation and measurement

(i) Basis of preparation:

The financial statements have been prepared in accordance with Indian Accounting Standards (“Ind AS”) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 (‘Act’) read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

The financial statements of the Company for the year ended March 31, 2018 were authorized for issue in accordance with a resolution of the Board of Directors on May 14, 2018.

(ii) Basis of measurement

The financial statements have been prepared on a historical cost basis, except for the following:

- certain financial assets and liabilities(including derivative instruments) that are measured at fair value (refer accounting policy regarding financial instruments)

- asset held for sale and biological Assets - measured at fair value less cost to sell;

- defined benefit plans - plan assets measured at fair value less present value of defined benefit obligation; and

- share-based payments

(iii) Functional and presentation currency

These financial statements are presented in Indian rupees, which is the Company’s functional currency. All amounts have been rounded off to the nearest lakh, unless otherwise indicated.

3. Key estimates and assumptions

While preparing financial statements in conformity with Ind AS, the management has made certain estimates and assumptions that require subjective and complex judgments. These judgments affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses, disclosure of contingent liabilities at the statement of financial position date and the reported amount of income and expenses for the reporting period. Future events rarely develop exactly as forecasted and the best estimates require adjustments, as actual results may differ from these estimates under different assumptions or conditions.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.

Judgement, estimates and assumptions are required in particular for:

- Determination of the estimated useful lives

Useful lives of property, plant and equipment are based on the life prescribed in Schedule II of the Companies Act, 2013. In cases, where the useful lives are different from that prescribed in Schedule II and in case of intangible assets, they are estimated by management based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers’ warranties and maintenance support.

- Recognition and measurement of defined benefit obligations

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation,actuarial rates and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations. Due to complexities involved in the valuation and its long term nature, defined benefit obligation is sensitive to changes in these assumptions. All assumptions are reviewed at each reporting period.

- Recognition of deferred tax assets

Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying values of assets and liabilities and their respective tax bases, and unutilized business loss and depreciation carryforwards and tax credits. Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilized.

- Recognition and measurement of other provisions

The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources, and on past experience and circumstances known at the balance sheet date. The actual outflow of resources at a future date may therefore, vary from the amount included in other provisions.

- Discounting of long-term financial assets / liabilities

All financial assets / liabilities are required to be measured at fair value on initial recognition. In case of financial liabilities/ assets which are required to subsequently be measured at amortised cost, interest is accrued using the effective interest method.

- Fair valuation of employee share options

The fair valuation of the employee share options is based on the Black-Scholes model used for valuation of options. Key assumptions made with respect to expected volatility includes share price, expected dividends and discount rate, under this option pricing model.

- Determining whether an arrangement contains a lease

At inception of an arrangement, the Company determines whether the arrangement is or contains a lease.

At inception or on reassessment of an arrangement that contains a lease, the Company separates payments and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Company concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset; subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the Company’s incremental borrowing rate and in case of operating lease, it treats all payments under the arrangement as lease payments.

- Rebates and sales incentives

Rebates are generally provided to distributors or customers as an incentive to sell the Company’s products. Rebates are based on purchases made during the period by distributor / customer. The Company determines the estimates of rebate accruals primarily based on the contracts entered into with their distributors / customers and the information received for sales made by them.

- Fair value of financial instruments

Derivatives are carried at fair value. Derivatives includes foreign currency foreign exchange forward contracts and commodity futures. Fair value of foreign currency forward contracts are determined using the fair value reports provided by respective bankers.

- Biological Assets

Management uses inputs relating to production and market prices in determining the fair value biological assets.

4. Measurement of fair values

The Company’s accounting policies and disclosures require the measurement of fair values for, both financial and non-financial assets and liabilities.

The Company has an established control framework with respect to the measurement of fair values. The management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the management assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which such valuations should be classified.

When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

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

- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

5. Standards issued but not yet effective

Ind AS 115, Revenue from Contracts with Customers

Ind AS 115, establishes a comprehensive framework for determining whether, how much and when revenue should be recognised. It replaces existing revenue recognition guidance, including Ind AS 18 Revenue, Ind AS 11 Construction Contracts and Guidance Note on Accounting for Real Estate Transactions. Ind AS 115 is effective for annual periods beginning on or after 1 April 2018 and will be applied accordingly.

The Company has completed an initial assessment of the potential impact of the adoption of Ind AS 115 on accounting policies followed in its financial statements. The effect on adoption of Ind AS 115 is not expected to be material.

Either a full retrospective application or a modified retrospective application is required for annual periods beginning on or after 1 April 2018. The Company may plan to apply the standard retrospectively to each prior reporting period presented in accordance with Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors.

The Company has trading operations in oil palm plantations whereby the Company purchases the saplings and sells the saplings once it has achieved the desired growth. During the year ended March 31, 2018 , the Company purchased 5,88,559 (Previous year: 60,000) number of saplings, out of which 5,88,559 (Previous year: 60,000) were still under cultivation.

A. Measurement of Fair value

i. Fair Value hierarchy

The fair value measurements for oil palm saplings has been categorised as Level 3 fair values based on the inputs to valuation technique used.

ii. Level 3 Fair values

The following table shows a break down of the total gains /(losses) recognised in respect of Level 3 fair values-

B. Risk Management strategies related to agricultural activities

The company is exposed to the following risks relating to its plantations

i. Regulatory and environmental risks

The company is subject to laws and regulations in the country in which it operates. It has established various environmental policies and procedures aimed at compliance with the local environmental and other laws.

ii. Supply and demand risks

The company is exposed to risks arising from fluctuations in the price and sales volume of plants. When possible, the Company manages this risk by aligning its harvest volume to market supply and demand. Management performs regular industry trend analysis for projected harvest volumes and pricing.

iii. Climate and other risks

The company’s plantations are exposed to the risk of damage from climatic changes, diseases, forest fires and other natural forces. The company has extensive processes in place aimed at monitoring and mitigating those risks, including regular plantation health surveys and industry pest and disease surveys.

A reasonably possible change of 10% in estimated cost of completing the stock under cultivation at the reporting date would have increased (decreased) profit or loss by the amounts shown below.

6 Rights, preferences and restrictions attached to Equity shares

a Equity Shares: The Company has one class of Equity shares having a par value of Rs.10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

b Preference Shares: The Company had Non-Convertible Redeemable Preference Shares having a par value of Rs.10 per share. Each eligible Shareholder is entitled for 8% dividend on par value of shares. In the event of liquidation, Preference Shareholders have preferential right on the asset over Equity Shareholders. These Non-Convertible Redeemable Preference Shares have been fully redeemed during the current year.

7 Initial public offering

The Company had made an Initial public issue of 2,51,58,964 equity shares of face value Rs.10 each fully paid up for cash at a price of Rs.460/per equity share (including a share premium of Rs.450/- per share) aggregating Rs.1,15,731.23 Lakh consisting of a fresh issue of 63,37,225 equity shares by the Company and an offer for sale of 65,21,739 equity shares and 1,23,00,000 equity shares by Godrej Industries Limited and V-Sciences Investments Pte Ltd. respectively aggregating to Rs.1,15,731.23 Lakh. Aforementioned 63,37,225 equity shares were allotted on October 12th, 2017. The equity shares of the Company got listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on October 16th, 2017.

General reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Share premium account

Share premium account is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Effective portion of cash flow hedges

The Company uses hedging instruments as part of its management of foreign currency risk associated with foreign currency borrowings. For hedging foreign currency risk, the Company used foreign currency forward contracts which are designated as cash flow hedges. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in the cash flow hedge reserve. Amounts recognised in the cash flow hedge reserve are reclassified to statement of profit & loss when the hedged item affects the profit & loss.

The Board, in its meeting on May 14, 2018 has recommended a final dividend of Rs.4.50 per equity share for the financial year ended March 31, 2018 subject to the approval at the Annual General Meeting. The cash outflow on account of dividend would be Rs.10,417.77 Lakh including corporate dividend tax of Rs.1,776.48 lakh.

Note No.8.1: Deferred Loan against acquisition of Lease hold Land is availed at interest rate 14% under the scheme floated by the Directorate of Industries, Government of Uttar Pradesh. Loan repayment shall be performed on a half yearly basis 6 years from 1st July 2016 up to 1st Jan 2022. Total loan availed was Rs.617.73 Lakh and outstanding for the year ended March 31, 2018 was Rs.411.83 Lakh ( Previous year Rs.514.77 Lakh) with current maturity disclosed separately in note no. 26 at Rs.102.96 Lakh ( Previous year Rs.102.96 Lakh).

Note No.8.2: Deferred Sales Tax Loan is availed interest free under the scheme floated by the Directorate of Industries, Government of Andhra Pradesh. Loan repayment shall be performed on an annual basis 14 years from the year of collection, commencing from March 2014 up to March 2021. Total loan availed was Rs.466.74 Lakh and outstanding for the year ended March 31, 2018 was Rs.311.33 Lakh (Previous year Rs.293.39 Lakh) with current maturity disclosed separately in note 26 at Rs.84.90 Lakh (Previous year Rs.35.15 Lakh).

Note No. 9.1 : Cash credit from banks are repayable on demand and carries interest at 1 Year MCLR 35 to 50 bps (Previous year 1 Year MCLR 35 to 50 bps). This cash credit from bank is secured against inventories and receivables.

Note No. 9.2 : Term loans are from multiple banks for the year ended March 31, 2018 and carries various interest rates of 5.95% to 9.35%, 1 year T Bill 14 bps, 1 month Mibor 85 bps and 3 Month T Bill (Previous year 5.96% to 13.60 %). These loans are repayable on different dates upto 3 months from the date of the financial statements.

Note No. 9.3 : Commercial paper carries interest rate of 6.15% to 7.25% (Previous year 5.95% to 8.85%)

Note No. 10.1: Micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) have been identified by the Company on the basis of the information available with the Company and the auditors have relied on the same. Accordingly, there is no undisputed amount overdue as on March 31, 2018, to Micro, Small and Medium Enterprises on account of principal or interest.

Note. 10.2 : The Company makes a provision on estimated sales return based on historical experience. The Sales returns are generally expected within a year.

Note 11.1 The calculation of diluted earning per share is based on profit attributed to equity shareholders and weighted average number of equity shares outstanding after adjustments for the effects of all dilutive potential equity share i.e. shares reserved for employee share based payments. These shares, have been fully issued upto 31st March, 2017 under Employee Stock Option Plan.

Note. 12 Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company’s contributions paid/payable to Regional Provident Fund at certain locations, Super Annuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised Rs.737.03 lakh for the year ended March 31, 2018 (for Previous Year Rs.682.46 lakh ) towards provident fund contribution and Rs.57.15 lakh for the year ended March 31, 2018 (Previous Year Rs.57.07 lakh) towards super-annuation fund contribution in the Statement of Profit and Loss.

Defined Benefit Plan:

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2018.

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee’s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31, 2018. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation and the plan assets as at balance sheet date:

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences for the year ended March 31, 2018 based on actuarial valuation using the projected accrued benefit method is Rs.117.23 Lakh (previous year Rs.269.00 Lakh).

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Performance Linked Variable Remuneration (PLVR) which is fully written off to the Statement of Profit & Loss. The Scheme rewards its employees based on Economic Value Addition (EVA), which is related to actual improvement made in EVA over the previous year when compared with expected improvements.

Note 13: Financial instruments - Fair values and risk management

Note 13.1: Accounting classification and fair values

Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are presented below. It does not include the fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Financial risk management

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

- Credit risk;

- Liquidity risk;

- Market risk;

- Currency risk;

i. Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 13.1: 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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 establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of Rs.1,236.69 lakh at March 31, 2018 (Previous Year Rs.4,446.16 lakh). The cash and cash equivalents are held with bank and financial institution counterparties with good credit rating.

Note 13.3: 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.The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement.

Note 13.4 : Currency risk 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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised. Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases/services.

Exposure to currency risk

The summary quantitative data about the Company’s exposure to currency risk as reported to the management of the Company is as follows. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against all other currencies at March 31, 2018 would have affected the measurement of financial instruments denominated in a foreign currency 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.

Note: Sensitivity has been calculated using standard Deviation % of USD rate movement.

Note 13.5: Interest rate risk

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate risk

The interest rate profile of the Company’s interest-bearing financial instruments as reported to the management of the Company is as follows.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any borrowings 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 rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

The risk estimates provided assume a change of 100 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarized above. 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 year.

Note. 14 Hedge accounting

The Company’s risk management policy is to hedge its foreign currency exposure in accordance with the exposure limits advised from time to time. The Company uses forward exchange contracts to hedge its currency risk. Such contracts are generally designated as cash flow hedges.

The forward exchange contracts are denominated in the same currency as the highly probable future transaction value, therefore the hedge ratio is 1:1. Most of these contracts have a maturity of 18 months from the reporting date. The Company’s policy is for the critical terms of the forward exchange contracts to align with the hedged item.

The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The Company assesses whether the derivative designated in each hedging relationship is expected to be and has been effective in offsetting changes in the cash flows of the hedged item using the hypothetical derivative method.

In these hedge relationships, changes in timing of the hedged transactions is the main source of hedge ineffectiveness.

During the year the outstanding borrowings and the relevant forward contracts have been settled and hence, the amount in “Other Comprehensive Income” pertaining to cash flow hedge reserve (net of deferred tax) has been reclassified to the Profit & Loss.

The Company’s effective tax rate for the year ended March 31, 2018 is 32.15% and for year ended March 31, 2017 is 25.90%.

The effective tax rate for the year ended March 31, 2018 was higher primarily as a result of absence of income with lower tax rates as compared to previous year and lower additional allowances for tax purposes.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognised.

Note 15 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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company’s Capital management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings less cash and cash equivalents. Equity comprises all components of equity.

Note 16: Segment information for the year ended March 31, 2018

Factors used to identify the entity’s reportable segments, including the basis of organisation -

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1) Animal feed

2) Crop Protection

3) Vegetable Oil

4) Other Business Segment includes, Seed Business, Energy Generation through Windmill and Real Estate Business

1. There are no transactions with single external customers which amounts to 10% or more of the company’s revenue.

2. As the Company mainly caters to the need of domestic market and the total export turnover is not significant, separate geographical segment information has not been given in the standalone financial statements.

Note 17: Share-based payment arrangements:

Description of share-based payment arrangements Employee stock options

The Company has participated in the Godrej Industries Limited Employee Stock Grant Scheme 2011 and on May 30, 2011 the Compensation Committee of the Company has approved the grant of stocks to certain eligible employees in terms of the Employee Stock Grant Scheme 2011. The grants would vest in three equal parts every year over the next three years. The exercise price is Re. 1 per equity share as provided in the scheme. The Company has provided Rs.220 lakh (Previous Year Rs.190 lakh) for the aforesaid eligible employees for the current financial year.

Employee stock options - equity settled

In December 2012, the Company instituted an Employee Stock Option Plan (GAVL ESOP) as approved by the Board of Directors and the Shareholders, for the allotment of 5,86,764 options convertible into 5,86,764 equity shares of Rs.10 each and Bonus Shares issued against the initial allotment for 35,20,584 shares of Rs.10 each to eligible employees of the company.

The scheme is administered by an independent ESOP Trust created. The Company has issued 5,86,764 equity shares and Bonus Shares issued against the initial allotment for 76,27,932 shares to the said ESOP Trust at face value of Rs.10 each amounting to Rs.58.68 lakh. During the previous year, all the stock options were vested, exercised and transferred to the eligible employees by March 31, 2017.

The weighted average grant date fair value of par value options granted under Category B during the years ended March 31, 2017 was Rs.154.60 per option, respectively. The weighted average share price during the years ended March 31, 2017 is Rs.297.17 per share.

Valuation of stock options

The fair value of stock options granted during the previous year has been measured using the Black-Scholes option pricing model at the date of the grant. The Black-Scholes option pricing model includes assumptions regarding dividend yields, expected volatility, expected terms and risk free interest rates. They key inputs and assumptions used are as follows:

Share price: The share price has been obtained through valuation report.

Exercise Price: Exercise Price is the market price or face value or such other price as determined by the Remuneration and Compensation Committee.

Expected Volatility: The historical volatility of the stock till the date of grant has been considered to calculate the fair value of the options.

Expected Option Life: Expected Life of option is the period for which the Company expects the options to be live. The minimum life of a stock option is the minimum period before which the options cannot be exercised and the maximum life is the period after which the options cannot be exercised.

Expected dividends: Expected dividend yield has been calculated as an average of dividend yields for the four financial years preceding the date of the grant.

Risk free interest rate: The risk free interest rate on the date of grant considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options based on the zero coupon yield curve for Government Securities.

These assumptions reflect management’s best estimates, but these assumptions involve inherent market uncertainties based on market conditions generally outside of the Company’s control. As a result, if other assumptions had been used in the previous period, stock-based compensation expense could have been materially impacted.The estimated fair value of stock options is charged to income on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards.The weighted average inputs used in computing the fair value of options granted were as follows:

Based on the share purchase agreement (“SPA”) entered into with the erstwhile promoter of its subsidiary company, Astec Lifesciences Limited, the Company has a commitment to purchase 10% of the subsidiary’s Equity shares from erstwhile promoter for a consideration of Rs.3,696.46 Lakh, in case, he exercises his put option available to him as per the SPA.

Note 18 : Leases Operating lease:

The Company’s leasing arrangements are in respect of operating leases for premises occupied by the Company. These leasing arrangements are renewable on a periodic basis by mutual consent on mutually acceptable terms.

Note 19 : Grants/subsidies from government

Subsidy amounting to Rs. Nil (previous year Rs.200.00 lakh) received during the year is in the nature of capital subsidy.

Note 20 : Investments in associate

On January 18, 2018, the Company has subscribed to 3,07,915 equity shares of Godrej Maxximilk Pvt. Ltd (GMPL) for a consideration of Rs.434.16 Lakh. Pursuant to this acquisition of 49.90% stake, GMPL has become an associate of the Company.

Note 21 : Information in respect of current investment in associates

During the year, the management has decided to divest its stake in AL Rahaba International Trading Limited Liability Company. Consequently, the same has been reclassified as current investment in current year.

Note 22 : Amalgamation of Goldmuhor Agrochem & Feeds Limited.

A Scheme of Amalgamation (“the Scheme”) for the amalgamation of Goldmuhor Agrochem & Feeds Limited (called “the Transferor Company”) with Godrej Agrovet Limited (the “Transferee Company”), with effect from October 1, 2013, (“the Appointed date”) was sanctioned by the Honorable High Court of Judicature at Bombay (“the Court”), vide its Order dated September 20, 2013 and certified copies of the Order of the Court sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on December 13, 2013 (the “Effective Date”).

To give effect to the Honourable Bombay High Court’s Order dated September 20, 2013 regarding Scheme of the Arrangement, the following entry has been recorded.

An amount of Rs.2,000 lakh has been transferred from the General Reserve Account and used to increase the Reserve for Employee Compensation Expenses, of which Rs.1,986 Lakh has been utilised for the Financial Year ended March 31, 2017. Had the Scheme not prescribed this treatment the profit for the Financial Year ended March 31, 2017 would have been lower by Rs.1,986 Lakh.

Note 23 : Amalgamation of oil palm companies.

To give effect to the Scheme of Amalgamation (“the Scheme”) of Godrej Gokarna Oil Palm Ltd (GGOPL), Godrej Oil Palm Ltd (GOPL) and Cauvery Palm Oil Ltd (CPOL) (“the Transferor Companies”) with Godrej Agrovet Limited (“the Transferee Company”), effective April 1, 2011, (“the Appointed date”) as sanctioned by the Hon’ble High Court of Judicature at Bombay (“the Court”), vide its Order dated March 16, 2012, the following entries have been recorded.

i. Amortisation of Intangible Assets of the Transferor Companies amounting to Rs.425.12 Lakh each for the Financial year ended March 31, 2018 and March 31, 2017 recorded in the books of the Transferee Company are charged against the balance in the General Reserve Account of the Transferee Company. The Gross Book value of these Assets now held by the Transferee Company is Rs.4,251.18 Lakh.

ii. Provision created against the loan advanced to the ESOP Trust of Godrej Industries Limited amounting to Rs.2,000 lakh was directly charged against the balance in the Securities Premium Account of the Transferee Company. During the Financial Year ended March 31, 2017, the Company has written back this provision of Rs.2,000 lakh as the said advance has been recovered and hence, no longer doubtful and the same has been shown as exceptional item.

Had the Scheme not prescribed the above treatment, profit for the Financial year ended March 31, 2018 would have been lower by Rs.276.77 Lakh (previous year Rs.277.99 Lakh).

Note 24 : Reserve created for employee compensation expenses

To give effect to the Honorable Bombay High Court’s Order dated March 8, 2013, an amount of Rs.11,004.00 Lakh standing to the credit of the Securities Premium Account of the Company has been utilised to create Reserve for Employee Compensation Account of the Company. The expenses in respect of the Company’s ESOP scheme will be charged against the Reserve for Employee Compensation Account, of which Rs.389.81 Lakh has been utilised for the Financial Year ended March 31, 2017.

Had the Scheme not prescribed this treatment the profit for the Financial Year ended March 31, 2017 would have been lower by Rs.389.81 Lakh.

Note 25 : Corporate social responsibility (CSR) expenditure

As per Section 135 of the Companies Act, 2013 a CSR Committee has been formed by the company. The funds are utilised during the year on activities which are specified in schedule VII of the Act. The utilisation is done by the way of direct contribution towards various activities. Gross amount required to be spent by the company during the year Rs.431.10 lakh (Previous year Rs.405.60 lakh).

Note 26 : Managerial remuneration

During the year ended March 31, 2017, the stock options granted under the Company’s stock option scheme were fully vested, exercised and transferred to the eligible employees including the Managing Director of the Company. The perquisite value of the said stock options have been included in the managerial remuneration which resulted in the same exceeding the limits prescribed under Section 197 of the Companies Act, 2013 by an amount of Rs.8,661.10 Lakh. The Company is in the process of obtaining approval from Central Government of India for ratification of payment of excess remuneration.

Note 27 :IPO utilisation

The proceeds from Initial Public Offer is Rs.29,151.24 Lakh (including issue related expenses of Rs.1,425.95 Lakh.). The utilisation of the same are as follows.

The Company has incurred Rs.5,661.06 Lakh of IPO expenses. These IPO expenses have been allocated between the Company Rs.1,425.95 Lakh (which has been adjusted against the securities premium account) and the selling shareholders Rs.4,235.11 Lakh in proportion to the equity shares allotted to the public as fresh issue by the Company and under offer for sale by the selling shareholders.

Note 28: Research and development

Units of the Company has been recognized by DSIR as in-house Research and Development unit. The Company claims exemption under Sec 35(2AB) of Income Tax Act, 1961 for expenditure incurred on in-house R&D activities, detailed below.

Note No. 29 : The Government of India introduced the Goods and Services Tax (GST) with effect from July 1, 2017, consequently revenue from operations for the year ended March 31, 2018 is net of GST, however revenue for quarter ended June 30, 2017 is inclusive of excise duty and hence, total income from operations for year ended March 31, 2018 and year ended March 31, 2017 are not comparable.

Note No. 30 : Specified bank notes

Disclosure of the details of Specified bank notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016, required as per Notification G.S.R 308 ( E ) dated 30 March 2017 issued by the Ministry of Corporate Affairs.

The opening balance includes imprest/advance with employees and amounts collected by field staff on or before 8th November 2016, which has been deposited into the group’s bank account subsequently.

Note No. 31 : The figures for the previous year have been regrouped/ reclassified to correspond with current year’s classification/ disclosure that include changes consequent to the issuance of “Guidance Note on Division II - Ind AS Schedule III to the Companies Act, 2013”.


Mar 31, 2018

1. General information

Godrej Agrovet Ltd. (“the Company”) is a public limited company, which is domiciled and incorporated in the Republic of India with its registered office situated at 3rd Floor, Godrej One, Pirojshanagar, Vikhroli (East), Mumbai - 400 079. The Company, an erstwhile division of Godrej Soaps Limited was incorporated under the Companies Act, 1956 on November 25, 1991. The Company is a diversified agribusiness company and its principal activities include manufacturing and marketing of high quality animal feed, innovative agricultural inputs and palm oil & allied products. The Company is a public company limited by shares and is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

2. Basis of preparation and measurement

(i) Basis of preparation:

The financial statements have been prepared in accordance with Indian Accounting Standards (“Ind AS”) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 (‘Act’) read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

The financial statements of the Company for the year ended March 31, 2018 were authorized for issue in accordance with a resolution of the Board of Directors on May 14, 2018.

(ii) Basis of measurement

The financial statements have been prepared on a historical cost basis, except for the following:

- certain financial assets and liabilities(including derivative instruments) that are measured at fair value (refer accounting policy regarding financial instruments)

- asset held for sale and biological Assets - measured at fair value less cost to sell;

- defined benefit plans - plan assets measured at fair value less present value of defined benefit obligation; and

- share-based payments

(iii) Functional and presentation currency

These financial statements are presented in Indian rupees, which is the Company’s functional currency. All amounts have been rounded off to the nearest lakh, unless otherwise indicated.

3. Key estimates and assumptions

While preparing financial statements in conformity with Ind AS, the management has made certain estimates and assumptions that require subjective and complex judgments. These judgments affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses, disclosure of contingent liabilities at the statement of financial position date and the reported amount of income and expenses for the reporting period. Future events rarely develop exactly as forecasted and the best estimates require adjustments, as actual results may differ from these estimates under different assumptions or conditions.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.

Judgement, estimates and assumptions are required in particular for:

- Determination of the estimated useful lives

Useful lives of property, plant and equipment are based on the life prescribed in Schedule II of the Companies Act, 2013. In cases, where the useful lives are different from that prescribed in Schedule II and in case of intangible assets, they are estimated by management based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers’ warranties and maintenance support.

- Recognition and measurement of defined benefit obligations

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation,actuarial rates and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations. Due to complexities involved in the valuation and its long term nature, defined benefit obligation is sensitive to changes in these assumptions. All assumptions are reviewed at each reporting period.

- Recognition of deferred tax assets

Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying values of assets and liabilities and their respective tax bases, and unutilized business loss and depreciation carryforwards and tax credits. Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilized.

- Recognition and measurement of other provisions

The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources, and on past experience and circumstances known at the balance sheet date. The actual outflow of resources at a future date may therefore, vary from the amount included in other provisions.

- Discounting of long-term financial assets / liabilities

All financial assets / liabilities are required to be measured at fair value on initial recognition. In case of financial liabilities/ assets which are required to subsequently be measured at amortised cost, interest is accrued using the effective interest method.

- Fair valuation of employee share options

The fair valuation of the employee share options is based on the Black-Scholes model used for valuation of options. Key assumptions made with respect to expected volatility includes share price, expected dividends and discount rate, under this option pricing model.

- Determining whether an arrangement contains a lease

At inception of an arrangement, the Company determines whether the arrangement is or contains a lease.

At inception or on reassessment of an arrangement that contains a lease, the Company separates payments and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Company concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset; subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the Company’s incremental borrowing rate and in case of operating lease, it treats all payments under the arrangement as lease payments.

- Rebates and sales incentives

Rebates are generally provided to distributors or customers as an incentive to sell the Company’s products. Rebates are based on purchases made during the period by distributor / customer. The Company determines the estimates of rebate accruals primarily based on the contracts entered into with their distributors / customers and the information received for sales made by them.

- Fair value of financial instruments

Derivatives are carried at fair value. Derivatives includes foreign currency foreign exchange forward contracts and commodity futures. Fair value of foreign currency forward contracts are determined using the fair value reports provided by respective bankers.

- Biological Assets

Management uses inputs relating to production and market prices in determining the fair value biological assets.

4. Measurement of fair values

The Company’s accounting policies and disclosures require the measurement of fair values for, both financial and non-financial assets and liabilities.

The Company has an established control framework with respect to the measurement of fair values. The management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the management assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which such valuations should be classified.

When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

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

- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

5. Standards issued but not yet effective

Ind AS 115, Revenue from Contracts with Customers

Ind AS 115, establishes a comprehensive framework for determining whether, how much and when revenue should be recognised. It replaces existing revenue recognition guidance, including Ind AS 18 Revenue, Ind AS 11 Construction Contracts and Guidance Note on Accounting for Real Estate Transactions. Ind AS 115 is effective for annual periods beginning on or after 1 April 2018 and will be applied accordingly.

The Company has completed an initial assessment of the potential impact of the adoption of Ind AS 115 on accounting policies followed in its financial statements. The effect on adoption of Ind AS 115 is not expected to be material.

Either a full retrospective application or a modified retrospective application is required for annual periods beginning on or after 1 April 2018. The Company may plan to apply the standard retrospectively to each prior reporting period presented in accordance with Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors.

The Company has trading operations in oil palm plantations whereby the Company purchases the saplings and sells the saplings once it has achieved the desired growth. During the year ended March 31, 2018 , the Company purchased 5,88,559 (Previous year: 60,000) number of saplings, out of which 5,88,559 (Previous year: 60,000) were still under cultivation.

A. Measurement of Fair value

i. Fair Value hierarchy

The fair value measurements for oil palm saplings has been categorised as Level 3 fair values based on the inputs to valuation technique used.

ii. Level 3 Fair values

The following table shows a break down of the total gains /(losses) recognised in respect of Level 3 fair values-

B. Risk Management strategies related to agricultural activities

The company is exposed to the following risks relating to its plantations

i. Regulatory and environmental risks

The company is subject to laws and regulations in the country in which it operates. It has established various environmental policies and procedures aimed at compliance with the local environmental and other laws.

ii. Supply and demand risks

The company is exposed to risks arising from fluctuations in the price and sales volume of plants. When possible, the Company manages this risk by aligning its harvest volume to market supply and demand. Management performs regular industry trend analysis for projected harvest volumes and pricing.

iii. Climate and other risks

The company’s plantations are exposed to the risk of damage from climatic changes, diseases, forest fires and other natural forces. The company has extensive processes in place aimed at monitoring and mitigating those risks, including regular plantation health surveys and industry pest and disease surveys.

A reasonably possible change of 10% in estimated cost of completing the stock under cultivation at the reporting date would have increased (decreased) profit or loss by the amounts shown below.

6 Rights, preferences and restrictions attached to Equity shares

a Equity Shares: The Company has one class of Equity shares having a par value of Rs.10 per share. Each Share holder is eligible for one vote per share held. All Equity Shareholders are eligible to receive dividends in proportion to their shareholdings. The dividends proposed by the Board of Directors are subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their share holding.

b Preference Shares: The Company had Non-Convertible Redeemable Preference Shares having a par value of Rs.10 per share. Each eligible Shareholder is entitled for 8% dividend on par value of shares. In the event of liquidation, Preference Shareholders have preferential right on the asset over Equity Shareholders. These Non-Convertible Redeemable Preference Shares have been fully redeemed during the current year.

7 Initial public offering

The Company had made an Initial public issue of 2,51,58,964 equity shares of face value Rs.10 each fully paid up for cash at a price of Rs.460/per equity share (including a share premium of Rs.450/- per share) aggregating Rs.1,15,731.23 Lakh consisting of a fresh issue of 63,37,225 equity shares by the Company and an offer for sale of 65,21,739 equity shares and 1,23,00,000 equity shares by Godrej Industries Limited and V-Sciences Investments Pte Ltd. respectively aggregating to Rs.1,15,731.23 Lakh. Aforementioned 63,37,225 equity shares were allotted on October 12th, 2017. The equity shares of the Company got listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on October 16th, 2017.

General reserve

General reserve is a free reserve which is created by transferring fund from retained earnings to meet future obligations and purposes.

Share premium account

Share premium account is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Effective portion of cash flow hedges

The Company uses hedging instruments as part of its management of foreign currency risk associated with foreign currency borrowings. For hedging foreign currency risk, the Company used foreign currency forward contracts which are designated as cash flow hedges. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in the cash flow hedge reserve. Amounts recognised in the cash flow hedge reserve are reclassified to statement of profit & loss when the hedged item affects the profit & loss.

The Board, in its meeting on May 14, 2018 has recommended a final dividend of Rs.4.50 per equity share for the financial year ended March 31, 2018 subject to the approval at the Annual General Meeting. The cash outflow on account of dividend would be Rs.10,417.77 Lakh including corporate dividend tax of Rs.1,776.48 lakh.

Note No.8.1: Deferred Loan against acquisition of Lease hold Land is availed at interest rate 14% under the scheme floated by the Directorate of Industries, Government of Uttar Pradesh. Loan repayment shall be performed on a half yearly basis 6 years from 1st July 2016 up to 1st Jan 2022. Total loan availed was Rs.617.73 Lakh and outstanding for the year ended March 31, 2018 was Rs.411.83 Lakh ( Previous year Rs.514.77 Lakh) with current maturity disclosed separately in note no. 26 at Rs.102.96 Lakh ( Previous year Rs.102.96 Lakh).

Note No.8.2: Deferred Sales Tax Loan is availed interest free under the scheme floated by the Directorate of Industries, Government of Andhra Pradesh. Loan repayment shall be performed on an annual basis 14 years from the year of collection, commencing from March 2014 up to March 2021. Total loan availed was Rs.466.74 Lakh and outstanding for the year ended March 31, 2018 was Rs.311.33 Lakh (Previous year Rs.293.39 Lakh) with current maturity disclosed separately in note 26 at Rs.84.90 Lakh (Previous year Rs.35.15 Lakh).

Note No. 9.1 : Cash credit from banks are repayable on demand and carries interest at 1 Year MCLR 35 to 50 bps (Previous year 1 Year MCLR 35 to 50 bps). This cash credit from bank is secured against inventories and receivables.

Note No. 9.2 : Term loans are from multiple banks for the year ended March 31, 2018 and carries various interest rates of 5.95% to 9.35%, 1 year T Bill 14 bps, 1 month Mibor 85 bps and 3 Month T Bill (Previous year 5.96% to 13.60 %). These loans are repayable on different dates upto 3 months from the date of the financial statements.

Note No. 9.3 : Commercial paper carries interest rate of 6.15% to 7.25% (Previous year 5.95% to 8.85%)

Note No. 10.1: Micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) have been identified by the Company on the basis of the information available with the Company and the auditors have relied on the same. Accordingly, there is no undisputed amount overdue as on March 31, 2018, to Micro, Small and Medium Enterprises on account of principal or interest.

Note. 10.2 : The Company makes a provision on estimated sales return based on historical experience. The Sales returns are generally expected within a year.

Note 11.1 The calculation of diluted earning per share is based on profit attributed to equity shareholders and weighted average number of equity shares outstanding after adjustments for the effects of all dilutive potential equity share i.e. shares reserved for employee share based payments. These shares, have been fully issued upto 31st March, 2017 under Employee Stock Option Plan.

Note. 12 Employee benefits

The Company contributes to the following post-employment plans in India.

Defined Contribution Plans:

The Company’s contributions paid/payable to Regional Provident Fund at certain locations, Super Annuation Fund, Employees State Insurance Scheme, Employees Pension Schemes, 1995 and other funds, are determined under the relevant approved schemes and/or statutes and are recognised as expense in the Statement of Profit and Loss during the year in which the employee renders the related service. There are no further obligations other than the contributions payable to the approved trusts/appropriate authorities.

The Company recognised Rs.737.03 lakh for the year ended March 31, 2018 (for Previous Year Rs.682.46 lakh ) towards provident fund contribution and Rs.57.15 lakh for the year ended March 31, 2018 (Previous Year Rs.57.07 lakh) towards super-annuation fund contribution in the Statement of Profit and Loss.

Defined Benefit Plan:

The Company manages the Provident Fund plan through a Provident Fund Trust for its employees which is permitted under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued. 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.

The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2018.

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee’s last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the ICICI Prudential Life insurance, a funded defined benefit plan for qualifying employees. Trustees administer the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31, 2018. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation and the plan assets as at balance sheet date:

Other long-term employee benefits:

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences for the year ended March 31, 2018 based on actuarial valuation using the projected accrued benefit method is Rs.117.23 Lakh (previous year Rs.269.00 Lakh).

Termination Benefits: All termination benefits including voluntary retirement compensation are fully written off to the Statement of Profit & Loss.

Incentive Plans: The Company has a scheme of Performance Linked Variable Remuneration (PLVR) which is fully written off to the Statement of Profit & Loss. The Scheme rewards its employees based on Economic Value Addition (EVA), which is related to actual improvement made in EVA over the previous year when compared with expected improvements.

Note 13: Financial instruments - Fair values and risk management

Note 13.1: Accounting classification and fair values

Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are presented below. It does not include the fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Financial risk management

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

- Credit risk;

- Liquidity risk;

- Market risk;

- Currency risk;

i. Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has 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 ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Note 13.1: 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 Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Further for domestic sales, the company segments the customers into Distributors and Others for credit monitoring.

The Company maintains 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 establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables and loans and advances.

Cash and cash equivalents

The Company held cash and cash equivalents and other Bank balances of Rs.1,236.69 lakh at March 31, 2018 (Previous Year Rs.4,446.16 lakh). The cash and cash equivalents are held with bank and financial institution counterparties with good credit rating.

Note 13.3: 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.The company has access to funds from debt markets through loans from banks, commercial papers and other debt instruments.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement.

Note 13.4 : Currency risk 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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Our Board of Directors and its Audit Committee are responsible for overseeing our risk assessment and management policies. Our major market risks of foreign exchange, interest rate and counter-party risk are managed centrally by our Company treasury department, which evaluates and exercises independent control over the entire process of market risk management.

We have a written treasury policy, and reconciliations of our positions with our counter-parties are performed at regular intervals.

Interest rate risk is covered by entering into fixed-rate instruments to ensure variability in cash flows attributable to interest rate risk is minimised. Currency risk

The functional currency of Company is primarily the local currency in which it operates. The currencies in which these transactions are primarily denominated are INR. The Company is exposed to currency risk in respect of transactions in foreign currency. Foreign currency revenues and expenses are in the nature of export sales and import of purchases/services.

Exposure to currency risk

The summary quantitative data about the Company’s exposure to currency risk as reported to the management of the Company is as follows. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against all other currencies at March 31, 2018 would have affected the measurement of financial instruments denominated in a foreign currency 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.

Note: Sensitivity has been calculated using standard Deviation % of USD rate movement.

Note 13.5: Interest rate risk

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 financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate risk

The interest rate profile of the Company’s interest-bearing financial instruments as reported to the management of the Company is as follows.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any borrowings 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 rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

The risk estimates provided assume a change of 100 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarized above. 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 year.

Note. 14 Hedge accounting

The Company’s risk management policy is to hedge its foreign currency exposure in accordance with the exposure limits advised from time to time. The Company uses forward exchange contracts to hedge its currency risk. Such contracts are generally designated as cash flow hedges.

The forward exchange contracts are denominated in the same currency as the highly probable future transaction value, therefore the hedge ratio is 1:1. Most of these contracts have a maturity of 18 months from the reporting date. The Company’s policy is for the critical terms of the forward exchange contracts to align with the hedged item.

The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The Company assesses whether the derivative designated in each hedging relationship is expected to be and has been effective in offsetting changes in the cash flows of the hedged item using the hypothetical derivative method.

In these hedge relationships, changes in timing of the hedged transactions is the main source of hedge ineffectiveness.

During the year the outstanding borrowings and the relevant forward contracts have been settled and hence, the amount in “Other Comprehensive Income” pertaining to cash flow hedge reserve (net of deferred tax) has been reclassified to the Profit & Loss.

The Company’s effective tax rate for the year ended March 31, 2018 is 32.15% and for year ended March 31, 2017 is 25.90%.

The effective tax rate for the year ended March 31, 2018 was higher primarily as a result of absence of income with lower tax rates as compared to previous year and lower additional allowances for tax purposes.

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 related to income taxes levied by the same tax authority.

Significant management judgement 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 by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Given that the Company does not have any intention to dispose investments in subsidiaries in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognised.

Note 15 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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

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 and security afforded by a sound capital position. The primary objective of the Company’s Capital management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in the economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings less cash and cash equivalents. Equity comprises all components of equity.

Note 16: Segment information for the year ended March 31, 2018

Factors used to identify the entity’s reportable segments, including the basis of organisation -

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director (MD) of the Company. The Company has identified the following segments as reporting segments based on the information reviewed by CODM:

1) Animal feed

2) Crop Protection

3) Vegetable Oil

4) Other Business Segment includes, Seed Business, Energy Generation through Windmill and Real Estate Business

1. There are no transactions with single external customers which amounts to 10% or more of the company’s revenue.

2. As the Company mainly caters to the need of domestic market and the total export turnover is not significant, separate geographical segment information has not been given in the standalone financial statements.

Note 17: Share-based payment arrangements:

Description of share-based payment arrangements Employee stock options

The Company has participated in the Godrej Industries Limited Employee Stock Grant Scheme 2011 and on May 30, 2011 the Compensation Committee of the Company has approved the grant of stocks to certain eligible employees in terms of the Employee Stock Grant Scheme 2011. The grants would vest in three equal parts every year over the next three years. The exercise price is Re. 1 per equity share as provided in the scheme. The Company has provided Rs.220 lakh (Previous Year Rs.190 lakh) for the aforesaid eligible employees for the current financial year.

Employee stock options - equity settled

In December 2012, the Company instituted an Employee Stock Option Plan (GAVL ESOP) as approved by the Board of Directors and the Shareholders, for the allotment of 5,86,764 options convertible into 5,86,764 equity shares of Rs.10 each and Bonus Shares issued against the initial allotment for 35,20,584 shares of Rs.10 each to eligible employees of the company.

The scheme is administered by an independent ESOP Trust created. The Company has issued 5,86,764 equity shares and Bonus Shares issued against the initial allotment for 76,27,932 shares to the said ESOP Trust at face value of Rs.10 each amounting to Rs.58.68 lakh. During the previous year, all the stock options were vested, exercised and transferred to the eligible employees by March 31, 2017.

The weighted average grant date fair value of par value options granted under Category B during the years ended March 31, 2017 was Rs.154.60 per option, respectively. The weighted average share price during the years ended March 31, 2017 is Rs.297.17 per share.

Valuation of stock options

The fair value of stock options granted during the previous year has been measured using the Black-Scholes option pricing model at the date of the grant. The Black-Scholes option pricing model includes assumptions regarding dividend yields, expected volatility, expected terms and risk free interest rates. They key inputs and assumptions used are as follows:

Share price: The share price has been obtained through valuation report.

Exercise Price: Exercise Price is the market price or face value or such other price as determined by the Remuneration and Compensation Committee.

Expected Volatility: The historical volatility of the stock till the date of grant has been considered to calculate the fair value of the options.

Expected Option Life: Expected Life of option is the period for which the Company expects the options to be live. The minimum life of a stock option is the minimum period before which the options cannot be exercised and the maximum life is the period after which the options cannot be exercised.

Expected dividends: Expected dividend yield has been calculated as an average of dividend yields for the four financial years preceding the date of the grant.

Risk free interest rate: The risk free interest rate on the date of grant considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options based on the zero coupon yield curve for Government Securities.

These assumptions reflect management’s best estimates, but these assumptions involve inherent market uncertainties based on market conditions generally outside of the Company’s control. As a result, if other assumptions had been used in the previous period, stock-based compensation expense could have been materially impacted.The estimated fair value of stock options is charged to income on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards.The weighted average inputs used in computing the fair value of options granted were as follows:

Based on the share purchase agreement (“SPA”) entered into with the erstwhile promoter of its subsidiary company, Astec Lifesciences Limited, the Company has a commitment to purchase 10% of the subsidiary’s Equity shares from erstwhile promoter for a consideration of Rs.3,696.46 Lakh, in case, he exercises his put option available to him as per the SPA.

Note 18 : Leases Operating lease:

The Company’s leasing arrangements are in respect of operating leases for premises occupied by the Company. These leasing arrangements are renewable on a periodic basis by mutual consent on mutually acceptable terms.

Note 19 : Grants/subsidies from government

Subsidy amounting to Rs. Nil (previous year Rs.200.00 lakh) received during the year is in the nature of capital subsidy.

Note 20 : Investments in associate

On January 18, 2018, the Company has subscribed to 3,07,915 equity shares of Godrej Maxximilk Pvt. Ltd (GMPL) for a consideration of Rs.434.16 Lakh. Pursuant to this acquisition of 49.90% stake, GMPL has become an associate of the Company.

Note 21 : Information in respect of current investment in associates

During the year, the management has decided to divest its stake in AL Rahaba International Trading Limited Liability Company. Consequently, the same has been reclassified as current investment in current year.

Note 22 : Amalgamation of Goldmuhor Agrochem & Feeds Limited.

A Scheme of Amalgamation (“the Scheme”) for the amalgamation of Goldmuhor Agrochem & Feeds Limited (called “the Transferor Company”) with Godrej Agrovet Limited (the “Transferee Company”), with effect from October 1, 2013, (“the Appointed date”) was sanctioned by the Honorable High Court of Judicature at Bombay (“the Court”), vide its Order dated September 20, 2013 and certified copies of the Order of the Court sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on December 13, 2013 (the “Effective Date”).

To give effect to the Honourable Bombay High Court’s Order dated September 20, 2013 regarding Scheme of the Arrangement, the following entry has been recorded.

An amount of Rs.2,000 lakh has been transferred from the General Reserve Account and used to increase the Reserve for Employee Compensation Expenses, of which Rs.1,986 Lakh has been utilised for the Financial Year ended March 31, 2017. Had the Scheme not prescribed this treatment the profit for the Financial Year ended March 31, 2017 would have been lower by Rs.1,986 Lakh.

Note 23 : Amalgamation of oil palm companies.

To give effect to the Scheme of Amalgamation (“the Scheme”) of Godrej Gokarna Oil Palm Ltd (GGOPL), Godrej Oil Palm Ltd (GOPL) and Cauvery Palm Oil Ltd (CPOL) (“the Transferor Companies”) with Godrej Agrovet Limited (“the Transferee Company”), effective April 1, 2011, (“the Appointed date”) as sanctioned by the Hon’ble High Court of Judicature at Bombay (“the Court”), vide its Order dated March 16, 2012, the following entries have been recorded.

i. Amortisation of Intangible Assets of the Transferor Companies amounting to Rs.425.12 Lakh each for the Financial year ended March 31, 2018 and March 31, 2017 recorded in the books of the Transferee Company are charged against the balance in the General Reserve Account of the Transferee Company. The Gross Book value of these Assets now held by the Transferee Company is Rs.4,251.18 Lakh.

ii. Provision created against the loan advanced to the ESOP Trust of Godrej Industries Limited amounting to Rs.2,000 lakh was directly charged against the balance in the Securities Premium Account of the Transferee Company. During the Financial Year ended March 31, 2017, the Company has written back this provision of Rs.2,000 lakh as the said advance has been recovered and hence, no longer doubtful and the same has been shown as exceptional item.

Had the Scheme not prescribed the above treatment, profit for the Financial year ended March 31, 2018 would have been lower by Rs.276.77 Lakh (previous year Rs.277.99 Lakh).

Note 24 : Reserve created for employee compensation expenses

To give effect to the Honorable Bombay High Court’s Order dated March 8, 2013, an amount of Rs.11,004.00 Lakh standing to the credit of the Securities Premium Account of the Company has been utilised to create Reserve for Employee Compensation Account of the Company. The expenses in respect of the Company’s ESOP scheme will be charged against the Reserve for Employee Compensation Account, of which Rs.389.81 Lakh has been utilised for the Financial Year ended March 31, 2017.

Had the Scheme not prescribed this treatment the profit for the Financial Year ended March 31, 2017 would have been lower by Rs.389.81 Lakh.

Note 25 : Corporate social responsibility (CSR) expenditure

As per Section 135 of the Companies Act, 2013 a CSR Committee has been formed by the company. The funds are utilised during the year on activities which are specified in schedule VII of the Act. The utilisation is done by the way of direct contribution towards various activities. Gross amount required to be spent by the company during the year Rs.431.10 lakh (Previous year Rs.405.60 lakh).

Note 26 : Managerial remuneration

During the year ended March 31, 2017, the stock options granted under the Company’s stock option scheme were fully vested, exercised and transferred to the eligible employees including the Managing Director of the Company. The perquisite value of the said stock options have been included in the managerial remuneration which resulted in the same exceeding the limits prescribed under Section 197 of the Companies Act, 2013 by an amount of Rs.8,661.10 Lakh. The Company is in the process of obtaining approval from Central Government of India for ratification of payment of excess remuneration.

Note 27 :IPO utilisation

The proceeds from Initial Public Offer is Rs.29,151.24 Lakh (including issue related expenses of Rs.1,425.95 Lakh.). The utilisation of the same are as follows.

The Company has incurred Rs.5,661.06 Lakh of IPO expenses. These IPO expenses have been allocated between the Company Rs.1,425.95 Lakh (which has been adjusted against the securities premium account) and the selling shareholders Rs.4,235.11 Lakh in proportion to the equity shares allotted to the public as fresh issue by the Company and under offer for sale by the selling shareholders.

Note 28: Research and development

Units of the Company has been recognized by DSIR as in-house Research and Development unit. The Company claims exemption under Sec 35(2AB) of Income Tax Act, 1961 for expenditure incurred on in-house R&D activities, detailed below.

Note No. 29 : The Government of India introduced the Goods and Services Tax (GST) with effect from July 1, 2017, consequently revenue from operations for the year ended March 31, 2018 is net of GST, however revenue for quarter ended June 30, 2017 is inclusive of excise duty and hence, total income from operations for year ended March 31, 2018 and year ended March 31, 2017 are not comparable.

Note No. 30 : Specified bank notes

Disclosure of the details of Specified bank notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016, required as per Notification G.S.R 308 ( E ) dated 30 March 2017 issued by the Ministry of Corporate Affairs.

The opening balance includes imprest/advance with employees and amounts collected by field staff on or before 8th November 2016, which has been deposited into the group’s bank account subsequently.

Note No. 31 : The figures for the previous year have been regrouped/ reclassified to correspond with current year’s classification/ disclosure that include changes consequent to the issuance of “Guidance Note on Division II - Ind AS Schedule III to the Companies Act, 2013”.


Mar 31, 2018

1 Corporate Information

The Company was incorporated under the Companies Act, 1956 on March 7, 1988 under the name of Gujarat-Godrej Innovative Chemicals Limited. The business and undertaking of the erstwhile Godrej Soaps Limited was transferred to the Company under a Scheme of Amalgamation with effect from April 1, 1994 and the Company’s name was changed to Godrej Soaps Limited. Subsequently, under a Scheme of Arrangement the Consumer Products division of the Company was demerged with effect from April 1, 2001 into a separate company, Godrej Consumer Products Limited (GCPL).

The Company’s name was changed to Godrej Industries Limited on April 2, 2001. The Vegetable Oils and Processed Foods Manufacturing business of Godrej Foods Limited was transferred to the Company with effect from June 30, 2001. The Foods division (except Wadala factory) was then sold to Godrej Hershey Limited, on March 31, 2006. Swadeshi Detergents Limited, 100% subsidiary of the Company, was amalgamated with the Company effective from April 01, 2013. Wadala Commodities Limited was amalgamated with the Company effective from April 01, 2014.

The Company is domiciled in India and is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (nSe). The Company’s registered office is at Godrej ONE, Pirojshanagar, Eastern Express Highway, Vikhroli (east), Mumbai - 400 079. The Company is engaged in the businesses of manufacture and marketing of oleo-chemicals, their precursors and derivatives, bulk edible oils, estate management and investment activities.

2 Basis of Preparation

These standalone financial statements have been prepared on accrual basis to comply in all material aspect with the Indian Accounting Standards (hereinafter referred to as the "Ind As") as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 and other generally accepted accounting principles in India.

The financial statements have been prepared on a going concern basis. The accounting policies are applied consistently to all the periods presented in the financial statements. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities.

The standalone financial statements of the Company for the year ended March 31, 2018 were approved for issue in accordance with the resolution of the Board of Directors on May 23, 2018.

3 Functional and presentation currency

The standalone financial statements are presented in Indian rupees, which is the Company’s functional currency. All amounts have been rounded to the nearest Crore, unless otherwise indicated.

4 Key estimates and assumptions

The preparation of financial statements requires Management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable.

Information about critical judgments in applying accounting policies are in respect of leasess (determining) whether an arrangement contain a lease (Refer Note 17) that have the most significant effect on the carrying amounts of assets and liabilities and in respect of assumptions and estimates on uncertainties are as follows:

- Determination of the estimated useful lives of tangible assets and the assessment as to which components of the cost may be capitalized.

- Impairment of Property, Plant and Equipments

- Recognition and measurement of defined benefit obligations

- Recognition of deferred tax assets

- Fair valuation of employee share options

- Discounting of long-term financial liabilities

- Fair value of financial instruments

- Provisions and Contingent liabilities

5 Standards issued but not yet effective

Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind ASs which the Group has not applied as they are effective for annual periods beginning on or after April 1, 2018:

Ind AS 115 Revenue from Contracts with Customers

On March 28, 2018 the MCA, has notified the Ind AS 115, Revenue from Contracts with customers. Ind AS 115, establishes a comprehensive framework for determining whether, how much and when the revenue should be recognized. It replaces existing revenue recognition guidance, including Ind AS 18 Revenue. Ind AS 115 is effective for annual periods beginning on or after April 1, 2018 and will be applied accordingly. The Company is evaluating the impact of this amendment on its standalone financial statements.

Ind AS 21 The Effect of Changes in Foreign Exchange Rates

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. The Company is evaluating the impact of this amendment on its standalone financial statements.

6 Measurement of fair values

The Company’s accounting policies and disclosures require the measurement of fair values for financial instruments.

The Company has an established control framework with respect to the measurement of fair values. The Management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the Management assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which such valuations should be classified.

When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

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

- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

1. The Company’s investment properties consist of 10 properties in India. The Management has determined that the investment property consists of two classes of assets - Land and Building - based on the nature, characteristics and risks of each property.

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

3. 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 categorised in level 2 fair value hierarchy.

1 The Company had advanced an amount of Rs.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 Hon’ble High Court against the order of the Company Law Board under Section 10 F of the Companies Act, which was disposed of with the direction to keep the transfer of shares in abeyance till the arbitration proceedings between the parties are on. The Hon’ble 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 Hon’ble 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 Rs.10.33 Crore in the books of account.

A Nature and purpose of reserve

1 Capital Redemption Reserve : The Company recognised 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 recognised 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 Employee Stock Grants Outstanding : The fair value of the equity-settled share based payment transactions with employees is recognised in Statement of Profit and Loss with corresponding credit to Employee Stock Options Outstanding Account.

5 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.

6 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.

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

The Corporate surety bond of Rs.26.88 Crore ( previous year Rs.26.88 Crore) 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 judgements/decisions pending with various forums/authorities.

1 The Government of India introduced the Goods and Service Tax (GST) with effect from July 01, 2017, consequently revenue from operations for the period July 01, 2017 to March 31, 2018 is net of GST. However, revenue for the year ended March 31, 2017 is inclusive of Excise Duty and hence, total revenue from operations for the year ended March 31, 2018 and year ended March 31, 2017 are not comparable.

2 Dividend Income has been disclosed under Revenue from Operations since Finance and Investments is an Operating Business Segment for the Company.

The applicable statutory tax rate for the years ended March 31, 2018 and March 31, 2017 is 34.61%. The Company pays income taxes under MAT. The Company has not recognised 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.

4 Movement in deferred tax balances (Contd.)

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 off investments in unlisted subsidiaries and associates in the foreseeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognised. During the year, the Company has not accounted for tax credits in respect of Minimum Alternative Tax (MAT credit) of Rs.4.32 Crore (previous year ‘ Nil). 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 recognised a deferred tax asset for the same.

Note 7 : Leases

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 :

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 8 : 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.

The Company has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis. These administered rates are determined annually predominantly considering the social rather than economic factors and the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided assumptions there is no shortfall as at March 31, 2018.

Valuation assumptions under Deterministic Approach:

Weighted Average Yield 8.61%

Weighted Average YTM 8.86%

Guaranteed Rate of Interest 8.55%

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 7.78% p.a. has been considered based on the current investment pattern in Government securities.

4 Amounts Recognised as Expense :

i) Defined Contribution Plan

Employer’s Contribution to Provident Fund amounting to Rs.2.96 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.1.69 Crore (previous year Rs.1.60 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.2.04 Crore) has been included in Note 32 Employee Benefits Expenses.

Pension cost amounting to Rs.0.10 Crore (previous year Rs.0.14 Crore) has been included in Note 32 Employee Benefits Expenses.

Note 9 : Employee Stock Benefit Plans

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 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 1,000,000 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 weighted 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 upto March 31, 2012.

The total excess shares at the year end are Nil (Previous year 66,250).

The weighted average balance life of ESOP I options outstanding as on March 31, 2018 is Nil 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 1, 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 amortised over the vesting period.

Note 10: Related Party Information

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

1 Vora Soaps Ltd. (Holding Co.)

2 Godrej Agrovet Limited - Subsidiary Co.

2.1 Godvet Agrochem Limited

2.2 Astec LifeSciences Limited (including its following wholly owned subsidiaries)

2.2.1 Behram Chemicals Private Limited

2.2.2 Astec Europe Sprl

2.2.3 Comercializadora Agricola Agroastrachem Cia Ltda

2.3 Creamline Dairy Products Limited

2.3.1 Nagavalli Milkline Private Limited

Joint Venture

2.4 Godrej Tyson Foods Limited

2.5 ACI Godrej Agrovet Private Limited, Bangladesh

2.6 Omnivore India Capital Trust

Associates

2.7 Alrahba International Trading LLC

2.8 Godrej Maxximilk Private Limited

3 Godrej Properties Limited - Subsidiary Co.

3.1 Godrej Project Development Private Limited

3.2 Godrej Buildcon Private Limited

3.3 Godrej Garden City Properties Private Limited

3.4 Godrej Green Homes Limited (up to March 12, 2018)

3.5 Godrej Home Developers Private Limited

3.6 Godrej Hill Side Properties Private Limited

3.7 Godrej Land Developers LLP

3.8 Godrej Developers & Properties LLP (up to October 29, 2017)

3.9 Godrej Highrises Realty LLP

3.10 Godrej Prakriti Facilities Private Limited

3.11 Godrej Project Developers & Properties LLP

3.12 Godrej Highrises Properties Private Limited

3.13 Godrej Genesis Facilities Management Private Limited

3.14 Prakritiplaza Facilities Management Private Limited

3.15 City Star Infraprojects Limited

3.16 Godrej Residency Private Limited

3.17 Godrej Skyview LLP

3.18 Godrej Green Properties LLP

3.19 Godrej Projects (Pune) LLP

3.20 Godrej Projects (Soma) LLP

3.21 Godrej Projects North LLP (Formerly known Godrej Projects (Bluejay) LLP)

3.22 Godrej Athenmark LLP

3.23 Godrej Vestamark LLP

3.24 Godrej Irismark LLP (up to January 23, 2018)

3.25 Godrej Avamark LLP

3.26 Godrej Properties Worldwide Inc, USA

3.27 Godrej Investment Advisors Private Limited (up to June 21, 2017)

3.28 Godrej Fund Management Pte Limited (up to June 21, 2017)

Joint Venture

3.29 Godrej Property Developers LLP

3.30 Godrej Realty Private Limited

3.31 Mosiac Landmarks LLP

3.32 Godrej Landmark Redevelopers Private Limited

3.33 Godrej Redevelopers (Mumbai) Private Limited

3.34 Dream World Landmarks LLP

3.35 Wonder Space Properties Private Limited

3.36 Wonder City Buildcon Private Limited

3.37 Godrej Green Homes Limited (w.e.f. March 13, 2018)

3.38 Oxford Realty LLP

3.39 Godrej SSPDL Green Acres LLP

3.40 Caroa Properties LLP

3.41 M S Ramaiah Ventures LLP

3.42 Oasis Landmarks LLP

3.43 Godrej Constructions Projects LLP

3.44 Godrej Housing Projects LLP

3.45 Amitis Developers LLP

3.46 Godrej Home Constructions Private Limited

3.47 Godrej Developers & Properties LLP (w.e.f. October 30, 2017)

3.48 Godrej Greenview Housing Private Limited

3.49 Wonder Projects Development Private Limited

3.50 A R Landcraft LLP

3.51 Prakhhyat Dwellings LLP

3.52 Pearlite Real Properties Private Limited

3.53 Godrej Real View Developers Private Limited

3.54 Bavdhan Realty @ Pune 21 LLP

3.55 Godrej Skyline Developers Private Limited

3.56 Godrej Highview LLP

3.57 Godrej Projects North Star LLP (formerly known as Godrej Projects (Century) LLP)

3.58 Godrej Irismark LLP (w.e.f. January 24, 2018)

3.59 Sai Srushti Onehub Projects LLP (w.e.f. January 31, 2018)

4 Natures Basket Limited - Subsidiary Co.

5 Godrej International Limited - Subsidiary Co.

6 Godrej International Trading & Investments Pte Limited - Subsidiary Co

7 Ensemble Holdings & Finance Limited - Subsidiary Co.

8 Godrej One Premises Management Private Limited - Subsidiary Co.

9 Godrej Industries Limited Employee Stock Option Trust - Subsidiary Co.

Associates

10 Godrej Consumer Products Limited and its stepdown subsidiaries

10.1 Godrej Global Mideast FZE, Sharjah

10.2 PT Megasari Makmur, Indonesia

10.3 Strength of Nature LLC, USA

10.4 Godrej Household Products Bangladesh Private Limited, Bangladesh

10.5 Godrej Household Products Bangladesh Private Limited, Sri Lanka

10.6 Bhabhani Blunt Hairdressing Private Limited

11 Companies under common ownership

11.1 Godrej & Boyce Manufacturing Company Limited (Holding Co. up to March 29, 2017)

11.2 Godrej Seeds & Genetics Limited

11.3 Godrej Infotech Limited

11.3.1 Godrej Infotech Americas Inc. (a wholly-owned subsidiary incorporated in North Carolina, USA)

11.3.2 Godrej Infotech (Singapore) Pte. Limited (a wholly-owned subsidiary incorporated in Singapore)

11.3.3 LVD Godrej Infotech NV (incorporated in Belgium)

11.4 India Circus Retail Private Limited

11.5 Godrej South Africa Pty Limited

11.6 Laboratoria Cuenca S.A.

11.7 Tahir Properties Limited

12 Key Management Personnel

12.1 Mr. A. B. Godrej - Chairman

12.2 Mr. N. B. Godrej - Managing Director

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

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

12.5 Mr. C. G. Pinto - Chief Financial Officer

12.6 Ms. Nilufer Shekhawat - Company Secretary

13 Independent Non-Executive Directors

13.1 Mr. J.N. Godrej

13.2 Mr. V.M. Crishna

13.3 Mr. K.K. Dastur

13.4 Mr. K.M. Elavia

13.5 Mr. K.N. Petigara

13.6 Mr. S.A. Ahmadullah

13.7 Mr. A.B. Choudhury

13.8 Mr. A.D. Cooper

14 Relatives of Key Management Personnel

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

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

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

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

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

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

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

14.8 Master A. A. Dubash - Son of Ms. Tanya Dubash

14.9 Master A. A. Dubash - Son of Ms. Tanya Dubash

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

15 Enterprises over which key management

personnel exercise significant influence

15.1 Anamudi Real Estates LLP

15.2 Godrej Investments P. Ltd.

15.3 Godrej Tyson Foods Ltd.

16 Enterprises over which relative of key management

personnel exercise significant influence

16.1 Shata Trading & Finance P. Ltd.

16.2 Shilawati Trading & Finance P. Ltd.

17 Post Employement Benefit Trust where reporting entity exercises significant influence

17.1 Godrej Industries Employees Provident Fund

17.2 Godrej Industries Ltd Group Gratuity Trust

Note 11 : Fair Value Measurement

Refer Note 2 sub-note 9 & 10 for accounting policy on Financial Instruments.

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

*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.

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 The valuation model considers present value of expected payments discounted borrowings 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 12 : 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 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 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 and bank balances.

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 analysed 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 Corporates, 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.

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.

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 optimising 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.

Exposure to currency risk (Exposure in different currencies converted to functional currency)

The currency profile of financial assets and financial liabilities as at Balance Sheet dates are as below:

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 capitalised to Fixed Assets and would not impact the Statement of Profit and Loss.

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.

Note 13 : Financial Risk Management

(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.

Exposure to interest rate risk

Company’s interest rate risk arises from borrowings. The interest rate profile of the Company’s interest-bearing financial instruments as reported to the Management of the Company is as follows:

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.

Note 14 : Capital Management

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 maximise 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.

Note 15 : Master netting or similar agreements

The following table presents the recognised financial instruments that are offset, or subject to enforceable master netting arrangements and other similar agreements but not offset, as at Balance Sheet Dates:

Note 16 : Disclosure in respect of Specified Bank Notes Held and Transacted:

In accordance with the Notification No.- G.S.R 308(E) issued by the Ministry of Corporate Affairs dated March 30, 2017, the details of Specified Bank Notes(SBN) held and transacted during the period November 8, 2016 to December 30, 2016 is provided in the table below:

Note 17

Managerial Remuneration paid for the current and previous year exceeded the permissible limit as prescribed under Schedule V of the Companies Act 2013 by Rs.7.48 Crore and Rs.4.54 crore respectively. The Company has applied for obtaining approval from Central Government of India for such excess remuneration paid.

Note 18

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 19

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

Note 20

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

Note 21

Figures for the previous year were audited by a firm of Chartered Accountants other than B S R & Co. LLP.


Mar 31, 2018

Note 1 I. Company overview

Godrej Properties Limited (“the Company”) having CIN: L74120MH1985PLC035308, is engaged primarily in the business of real estate construction, development and other related activities. The Company is a public limited Company incorporated and domiciled in India having its registered office at Godrej One, 5th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli, Mumbai - 400079. The Company’s equity shares are listed on The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE).

II. Basis of preparation and measurement

The standalone financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with the Section 133 of the Companies Act, 2013 (“the 2013 Act”) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, and the relevant provisions and amendments, as applicable. The standalone financial statements have been prepared on accrual basis under the historical cost convention except certain financial instruments, defined benefit plans and share based payments measured at fair value.

The standalone financial statements of the Company for the year ended March 31, 2018 were approved by the Board of Directors and authorised for issue on May 04, 2018.

a) Operating cycle

The normal operating cycle in respect of operation relating to under construction real estate project depends on signing of agreement, size of the project, phasing of the project, type of development, project complexities, approvals needed and realisation of project into cash and cash equivalents and range from 3 to 7 years. Accordingly project related assets and liabilities have been classified into current and non-current based on operating cycle of respective projects. All other assets and liabilities have been classified into current and non-current based on a period of twelve months.

b) Functional and presentation currency

These standalone financial statements are presented in Indian rupees, which is also the functional currency of the Company. All financial information presented in Indian rupees has been rounded to the nearest crore, unless otherwise stated.

c) Use of estimates and judgements

The preparation of the standalone financial statements in conformity with Ind AS requires the use of estimates, judgements and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known/ materialise.

Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most significant effect to the carrying amounts of assets and liabilities within the next financial year, are as follows:

- Evaluation of percentage completion for the purpose of revenue recognition

Determination of revenue under the percentage of completion method necessarily involves making estimates, some of which are of a technical nature, concerning, where relevant, the percentages of completion, costs to completion, the expected revenues from the project or activity and the foreseeable losses to completion. Estimates of project income, as well as project costs, are reviewed periodically. The effect of changes, if any, to estimates is recognised in the standalone financial statements for the period in which such changes are determined.

- Useful life and residual value of property, plant and equipment and intangible assets

Useful lives of tangible assets are based on the life prescribed in Schedule II of the Companies Act, 2013 or based on internal technical evaluation. Assumptions are also made, when the Company assesses, whether an asset may be capitalised and which components of the cost of the asset may be capitalised.

The estimation of residual value of assets is based on management’s judgment about the condition of such asset at the point of sale of asset.

- Recognition and measurement of defined benefit obligations

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation and attrition rate. The discount rate is determined by reference to market yields at the end of the reporting period on government securities. The period to maturity of the underlying securities correspond to the probable maturity of the post-employment benefit obligation.

- Share based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Company uses Black-Scholes model. The assumptions used for estimating fair value for share-based payment transactions are disclosed in Note 41 to the standalone financial statements.

- Fair value measurement of financial instruments

When the fair values of the financial assets and liabilities recorded in the balance sheet cannot be measured based on the quoted market prices in active markets, their fair value is measured using valuation technique. The inputs to these models are taken from the observable market where possible, but where this is not feasible, a review of judgement is required in establishing fair values. Changes in assumptions relating to these inputs could affect the fair value of financial instruments.

- Recognition of deferred tax asset

The extent to which deferred tax assets can be recognised is based on an assessment of the probability of the future taxable income against which the deferred tax assets can be utilised.

- Provisions and contingencies

The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources, and on past experience and circumstances known at the balance sheet date. The actual outflow of resources at a future date may therefore vary from the amount included in other provisions.

a) Standards issued but not yet effective

Ind AS 115 - Revenue from Contracts with Customer (the new revenue recognition standard) has been notified by Ministry of Corporate Affairs (MCA) on March 28, 2018 and will be effective from April 01, 2018. Hence, from April 01, 2018, revenue recognition of the Company shall be driven by this standard.

Ind AS 115 provides guidance on how the entity shall recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This accounting change may bring about significant changes in the way companies recognise, present and disclose their revenue.

The Company is currently evaluating the effect of this standard.

b) Measurement of fair values

The Company’s accounting policies and disclosures require the measurement of fair values for financial instruments.

The Company has an established control framework with respect to the measurement of fair values. The management regularly reviews significant unobservable inputs and valuation adjustments.

When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices in active markets tor identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable tor the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data.

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

(a) The Company’s investment property consists of a commercial property in India.

(b) Based on the intention and revised business plans, a commercial building owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company has reclassified the same from inventories to investment property.

(c) The Company has no restriction on the readability of its investment property and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

(d) Though the Company measures investment property using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation is based on rent capitalisation method which is INR 9.23 Crore (Previous Year: Nil). The fair value measurement is categorised in level 3 fair value hierarchy.

(a) Includes

(i) Balances with Banks in current accounts INR 0.04 Crore (Previous Year: INR 0.05 Crore) is on account of earmarked balance for unclaimed dividend.

(ii) Balances with Banks in current accounts INR 0.65 Crore (Previous Year: INR 0.87 Crore) is amount received from flat buyers towards maintenance charges.

(b) Includes

(i) INR 5.82 Crore (Previous Year: INR 10.03 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 0.20 Crore (Previous Year: INR 1.15 Crore).

(iii) Fixed deposits held as margin money and lien marked for issuing bank guarantees amounting to INR 0.22 Crore (Previous Year: INR 4.09 Crore).

c) Rights, preferences and restrictions attached to Equity shares

The Company has only one class of equity shares 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.

(a) Capital Reserve

Profit on sale of treasury shares held by the ESOP trust is recognised in Capital reserve.

(b) Capital Reserve on Account of Amalgamation

During amalgamation, the excess of net assets taken over the cost of consideration paid is treated as capital reserve on account of amalgamation.

(c) Securities Premium

Securities premium reserve is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Act.

(d) Debenture Redemption Reserve

The Company has issued redeemable non-convertible debentures. Accordingly, the Companies (Share capital and Debentures) Rules, 2014 (as amended), requires the Company to create Debenture Redemption Reserve out of profits of the Company available for payment of dividend.

(e) Employee Stock Grant Scheme Reserve

The fair value of the equity-settled share based payment transactions with employees including key management personnel is recognised in the Statement of Profit and Loss with corresponding credit to Employee Stock Grant Scheme Reserve.

(f) General Reserve

The general reserve is created from time to time to transfer profits from retained earnings for appropriation purposes.

(g) Retained Earnings

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

(h) Treasury Shares

The Company treats ESOP trust as its extension and shares held by ESOP trust are treated as treasury shares. Treasury shares are recognised at cost and deducted from equity.

(a) Secured Working Capital Demand Loan of INR 800 crore availed from Bank secured by hypothecation of Current Assets of the Company, hypothecation of work-in-progress of Godrej Projects Development Limited (formerly known as Godrej Projects Development Private Limited) (wholly owned subsidiary), 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 excluding work-in-progress of Godrej Projects Development Limited (formerly known as Godrej Projects Development Private Limited) (wholly owned subsidiary) is provided as collateral security.

(b) Cash Credit availed from Bank is secured by hypothecation of the Current Assets of the Company, hypothecation of work-in-progress of Godrej Projects Development Limited (formerly known as Godrej Projects Development Private Limited) (wholly owned subsidiary), mortgage of Immovable property ofthe 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 excluding work-in-progress of Godrej Projects Development Limited (formerly known as Godrej Projects Development Private Limited) (wholly owned subsidiary) is provided as collateral security and payable on demand.

Disclosure of outstanding dues of Micro and Small Enterprise under Trade Payables 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 undisputed amount overdue as on March 31, 2018 and March 31, 2017 to Micro, Small and Medium Enterprises on account of principal or interest.

2 Earnings Per Share

a) Basic Earnings Per Share

The calculation of basic earnings per share is based on the profit attributable to ordinary shareholders and weighted average number of ordinary shares outstanding.

b) Diluted Earnings Per Share

The calculation of diluted earnings per share is based on the profit attributable to ordinary shareholders and weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares. .

3 Employee Benefits

a) Defined Contribution Plans:

Contribution to Defined Contribution Plans recognised as an expense for the year are as under:

b) Denned Benefit Plans:

Contribution to Gratuity Fund (Non-Funded)

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, take into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior year.

Compensated absences

Compensated absences for employee benefits of INR 1.47 Crore (Previous Year: INR 0.17 Crore) expected to be paid in exchange for the services recognised as an expense during the year.

4 Financial instruments - Fair values and risk management

a) Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

b) Measurement of Fair Value

(i) The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

(ii) The Company uses the Discounted Cash Flow valuation technique (in relation to financial assets measured at amortised cost and fair value through profit or loss) 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.

(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.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

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 loan from banks, commercial papers, fixed deposits from public and other debt instruments. The Company invests its surplus funds in bank fixed deposits and debt based mutual funds.

(iii) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rate and interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency Risk

Currency risk is not material, as the Company’s primary business activities are within India and does not have significant exposure in foreign currency.

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 Axed 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 capitalises 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 capitalised. 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.

5 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 seek 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 less cash and bank balances and other current investments.

6 Employee Stock Option Plan

During the year ended March 31, 2008, the Company instituted an Employee Stock Option Plan (GPL ESOP) approved by the Board of Directors, the 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 ended March 31, 2017.

7 Employee Stock Grant Scheme

The Company instituted an Employee Stock Grant Scheme (GPL ESGS) approved by the Board of Directors, the Shareholders and the Remuneration Committee.

a) Details of Stock Grants are as under:

b) The weighted average exercise price of the options outstanding as at March 31, 2018 is INR 5 per share (Previous year: INR 5 per share) and the weighted average remaining contractual life of the options outstanding as at March 31, 2018 is 0.38 years (Previous year: 0.89 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 414.32 (Previous year: INR 279.78). The following table lists the average inputs to the model used for the plan for the year ended March 31, 2018:

d) The expense arising from ESGS scheme during the year is INR 3.99 Crore (Previous Year: INR 2.49 Crore)

8 Leases

a) The Company has recognised INR 5.51 Crore (Previous Year: INR 6.63 Crore) towards minimum lease payments and INR 2.43 Crore (Previous Year:INR 1.76 Crore) minimum lease receipt in the Statement of Profit and Loss.

b) The Company’s significant leasing arrangements are in respect of operating leases for Commercial premises. Lease income from operating leases is recognised on a straight-line basis over the period of lease. The future minimum lease receivables of non-cancellable operating leases are as under:

c) The Company’s significant leasing arrangements are in respect of operating leases for Commercial / Residential premises. Lease expenditure for operating leases is recognised on a straight-line basis over the period of lease. These leasing arrangements are non-cancellable / cancellable and are renewable on a periodic basis by mutual consent on mutually accepted terms. The future minimum lease payments of non-cancellable operating leases are as under:

9 Related Party Transactions

1. Related Party Disclosures:

Related party disclosures as required by Ind AS - 24, “Related Party Disclosures”, are given below:

Relationships:

i) Holding and Ultimate Holding Companies:

Godrej Industries Limited (GIL) holds 56.67% (Previous Year - 56.70%) shares in the Company.

GIL is a subsidiary of Vora Soaps Limited from March 30, 2017, the Ultimate Holding Company.

Godrej & Boyce Manufacturing Company Limited (G&B), was the Ultimate Holding Company upto March 29, 2017.

ii) a) Subsidiaries - Companies:

1 Godrej Buildcon Private Limited

2 Godrej Projects Development Limited (formerly known as Godrej Projects Development Private Limited)

3 Godrej Garden City Properties Private Limited

4 Godrej Green Homes Limited (Subsidiary upto March 16, 2018)

5 Godrej Home Developers Private Limited

6 Godrej Hillside Properties Private Limited

7 Godrej Investment Advisors Private Limited (Upto June 21, 2017)

8 Godrej Fund Management Pte. Limited (Incorporated in Singapore) (Subsidiary of Godrej Investment Advisors Private Limited) (Upto June 21, 2017)

9 Godrej Prakriti Facilities Private Limited (w.e.f. July 28, 2016)

10 Godrej Highrises Properties Private Limited

11 Godrej Genesis Facilities Management Private Limited

12 Prakritiplaza Facilities Management Private Limited

13 Godrej Skyline Developers Private Limited (Upto September 28, 2017)

14 Citystar Infraprojects Limited (w.e.f. January 12, 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 Real View Developers Private Limited (w.e.f. September 01, 2016 till March 28, 2017)

19 Pearlite Real Properties Private Limited (w.e.f. September 02, 2016 till March 29, 2017)

20 Godrej Properties Worldwide Inc., USA

ii) b) Subsidiaries - Limited Liability Partnerships :

1 Godrej Highrises Realty LLP

2 Godrej Project Developers & Properties LLP

3 Godrej Projects (Pune) LLP (w.e.f. February 05, 2017)

4 Godrej Land Developers LLP

5 Godrej Developers & Properties LLP (Upto October 29, 2017)

6 Godrej Highview LLP (w.e.f. September 29, 2016 upto June 14, 2017)

7 Godrej Projects North Star LLP (formerly known as Godrej Century LLP incorporated on March 14, 2017) (Subsidiary upto September 26, 2017))

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

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

10 Godrej Projects (Soma) LLP (w.e.f. March 06, 2017)

11 Godrej Projects North LLP (incorporated w.e.f. March 02, 2017 formerly known as Godrej Projects (Bluejay) LLP)

12 Godrej Athenmark LLP (w.e.f. April 20, 2017)

13 Godrej Vestamark LLP (w.e.f. April 20, 2017)

14 Godrej Irismark LLP (w.e.f. April 20, 2017) (Subsidiary upto January 23, 2018)

15 Godrej Avamark LLP (w.e.f. April 20, 2017)

iii) a) Associate:

1 Godrej One Premises Management Private Limited

iii) b) Joint Ventures :

1 Godrej Realty Private Limited

2 Mosaic Landmarks LLP

3 Dream World Landmarks LLP

4 Godrej Landmark Redevelopers Private Limited

5 Godrej Redevelopers (Mumbai) Private Limited

6 Oxford Realty LLP

7 Godrej SSPDL Green Acres LLP

8 Caroa Properties LLP

9 MS Ramaiah Ventures LLP

10 OasisLandmarksLLP

11 Amitis Developers LLP

12 Godrej Construction Projects LLP

13 Godrej Housing Projects LLP

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

15 Wonder Space Properties Private Limited

16 Wonder City Buildcon Private Limited

17 Godrej Home Constructions Private Limited

18 Wonder Projects Development Private Limited (w.e.t. Septemer 19, 2016)

19 Godrej Property Developers LLP

20 AR Landcraft LLP (w.e.t. June 07, 2016)

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

22 Pearlite Real Properties Private Limited (w.e.t. March 30, 2017)

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

24 Prakhhyat Dwellings LLP (w.e.t. September 02, 2016)

25 Godrej Highview LLP (w.e.t. June 15, 2017)

26 Godrej Projects North Star LLP (formerly known as Godrej Century LLP (w.e.f. September 27, 2017)

27 Godrej Skyline Developers Private Limited (w.e.f. September 29, 2017)

28 Godrej Developers & Properties LLP (w.e.f October 30, 2017)

29 Godrej Green Homes Limited (w.e.f. March 17, 2018)

30 Sai Srushti OneHub Projects LLP (w.e.f January 31, 2018)

31 Godrej Irismark LLP (w.e.f. January 24, 2018)

iv) Other Related Parties in Godrej Group :

1 Godrej & Boyce Manufacturing Company Limited (w.e.f. March 30, 2017)

2 Godrej Investments Private Limited

3 Anamudi Real Estates LLP

4 Ensemble Holdings & Finance Limited

5 Godrej Agrovet Limited

6 Natures Basket Limited

7 Cream Line Dairy Products Limited

8 Godrej Consumer Products Limited

v) Key Management Personnel and their relatives :

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 D Gupte

10 Mr. Pranay Vakil

11 Dr. Pritam Singh

12 Mr.S. Narayan (Upto August 02, 2017)

13 Mr. Amitava Mukherjee

14 Mrs.TanyaDubash

15 Mst.HormazdNadirGodrej

9 Amalgamation

i) Amalgamation of Godrej Vikhroli Properties India Limited (GVPIL) with Godrej Properties Limited (GPL):

Pursuant to the Scheme of Amalgamation (the Scheme) under Section 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 November 30, 2017 and filed with the Registrar of Companies (RoC) on December 29, 2017, GVPIL, a 100% Subsidiary of GPL, is amalgamated with GPL w.e.f. April 01, 2017, the Appointed Date.

As per the said Scheme:

(i) All the assets and liabilities as appearing in the books of GVPIL 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) An amount of INR 19.84 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 0.42 Crore which have been charged to the Statement of Profit and Loss.

(iv) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 Business Combinations, the financial statements of GPL for the year ended March 31, 2017 have been restated as if the business combination had occurred from the beginning of the preceding period, irrespective of the actual date of the combination.

ii) Amalgamation of Godrej Real Estate Private Limited (GREPL) with Godrej Properties Limited (GPL):

Pursuant to the Scheme of Amalgamation (the Scheme) under Section 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 April 11, 2017 and filed with the Registrar of Companies (RoC) on May 03, 2018, GREPL, a 100% Subsidiary of GPL, is amalgamated with GPL w.e.f. April 01, 2017, the Appointed Date.

As per the said Scheme:

(i) All the assets and liabilities as appearing in the books of GREPL 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) GPL has incurred additional expenses such as charges, taxes including duties, levies and other expenses of INR 0.50 Crore which have been charged to the Statement of Profit and Loss.

(iii) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 Business Combinations, the financial statements of GPL for the year ended March 31, 2017 have been restated as if the business combination had occurred from the beginning of the preceding period, irrespective of the actual date of the combination.

Impact on the Standalone Balance Sheet and Standalone Statement of Protit and Loss :

The impact of restatement on the Standalone Balance Sheet and Standalone Statement of Profit and Loss due to the above amalgamations are summarised as below:

(ii) The Company enters into construction contracts tor 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.

10 Foreign Exchange Difference

The amount of exchange difference included in the Statement of Profit and Loss, is INR (0.03) Crore (Net Loss) (Previous Year: INR (0.01) Crore (Net Loss)).

11 Corporate Social Responsibility

The Company has spent INR 1.47 Crore during the year (Previous Year: INR 1.29 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 1.38 Crore. (Previous Year: INR 1.29 Crore)

(b) Amount spent during the year on:

The total amount spent by Happy Highrises Limited which was amalgamated with the Company during the year ended March 31, 2017 amounted to INR 0.33 Crore out of which INR 0.22 Crore was outstanding as at March 31, 2017.

12 Segment Reporting

A. Basis of Segmentation

Factors used to identify the entity’s reportable segments, including the basis of organisation

For management purposes, the Company has only one reportable segments namely, Development of real estate property. The Managing Director of the Company acts as the Chief Operating Decision Maker (“CODM”). The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators.

B. Geographical Information

The geographic information analyses the Company’s revenue and Non-Current Assets by the Company’s country of domicile and other countries. As the Company is engaged in Development of Real Estate property in India, it has only one reportable geographical segment.

C. Information about major customers

None of the customers for the year ended March 31, 2018 and March 31, 2017 constituted 10% or more of the total revenue of the Company.

13 Specified Bank Notes Disclosure

In accordance with the Notification No.- G.S.R 308(E) issued by the Ministry of Corporate Affairs dated March 30, 2017, the details of Specified Bank Notes(SBN) held and transacted during the period November 08, 2016 to December 30, 2016 is provided in the table below:

14 The write-down of inventories to net realisable value during the year amounted to INR 48.06 Crore (Previous Year: Nil).

15 Cash and Cash Equivalents and Bank Balances includes balances in Escrow Account which shall be used only tor specified purposes as defined under Real Estate (Regulation and Development) Act, 2016.

16 The figures tor the previous year have been regrouped / reclassified to correspond with current year’s classification/ disclosure that include changes consequent to the issuance of “Guidance Note on Division II - Ind AS Schedule III to the Companies Act, 2013”.

17 Previous year’s figures were audited by a firm of Chartered Accountants other than BSR& Co. LLP.


Mar 31, 2018

Note 1 I. Company overview

Godrej Properties Limited (“the Company”) having CIN: L74120MH1985PLC035308, is engaged primarily in the business of real estate construction, development and other related activities. The Company is a public limited Company incorporated and domiciled in India having its registered office at Godrej One, 5th Floor, Pirojshanagar, Eastern Express Highway, Vikhroli, Mumbai - 400079. The Company’s equity shares are listed on The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE).

II. Basis of preparation and measurement

The standalone financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with the Section 133 of the Companies Act, 2013 (“the 2013 Act”) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, and the relevant provisions and amendments, as applicable. The standalone financial statements have been prepared on accrual basis under the historical cost convention except certain financial instruments, defined benefit plans and share based payments measured at fair value.

The standalone financial statements of the Company for the year ended March 31, 2018 were approved by the Board of Directors and authorised for issue on May 04, 2018.

a) Operating cycle

The normal operating cycle in respect of operation relating to under construction real estate project depends on signing of agreement, size of the project, phasing of the project, type of development, project complexities, approvals needed and realisation of project into cash and cash equivalents and range from 3 to 7 years. Accordingly project related assets and liabilities have been classified into current and non-current based on operating cycle of respective projects. All other assets and liabilities have been classified into current and non-current based on a period of twelve months.

b) Functional and presentation currency

These standalone financial statements are presented in Indian rupees, which is also the functional currency of the Company. All financial information presented in Indian rupees has been rounded to the nearest crore, unless otherwise stated.

c) Use of estimates and judgements

The preparation of the standalone financial statements in conformity with Ind AS requires the use of estimates, judgements and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known/ materialise.

Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most significant effect to the carrying amounts of assets and liabilities within the next financial year, are as follows:

- Evaluation of percentage completion for the purpose of revenue recognition

Determination of revenue under the percentage of completion method necessarily involves making estimates, some of which are of a technical nature, concerning, where relevant, the percentages of completion, costs to completion, the expected revenues from the project or activity and the foreseeable losses to completion. Estimates of project income, as well as project costs, are reviewed periodically. The effect of changes, if any, to estimates is recognised in the standalone financial statements for the period in which such changes are determined.

- Useful life and residual value of property, plant and equipment and intangible assets

Useful lives of tangible assets are based on the life prescribed in Schedule II of the Companies Act, 2013 or based on internal technical evaluation. Assumptions are also made, when the Company assesses, whether an asset may be capitalised and which components of the cost of the asset may be capitalised.

The estimation of residual value of assets is based on management’s judgment about the condition of such asset at the point of sale of asset.

- Recognition and measurement of defined benefit obligations

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation and attrition rate. The discount rate is determined by reference to market yields at the end of the reporting period on government securities. The period to maturity of the underlying securities correspond to the probable maturity of the post-employment benefit obligation.

- Share based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Company uses Black-Scholes model. The assumptions used for estimating fair value for share-based payment transactions are disclosed in Note 41 to the standalone financial statements.

- Fair value measurement of financial instruments

When the fair values of the financial assets and liabilities recorded in the balance sheet cannot be measured based on the quoted market prices in active markets, their fair value is measured using valuation technique. The inputs to these models are taken from the observable market where possible, but where this is not feasible, a review of judgement is required in establishing fair values. Changes in assumptions relating to these inputs could affect the fair value of financial instruments.

- Recognition of deferred tax asset

The extent to which deferred tax assets can be recognised is based on an assessment of the probability of the future taxable income against which the deferred tax assets can be utilised.

- Provisions and contingencies

The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources, and on past experience and circumstances known at the balance sheet date. The actual outflow of resources at a future date may therefore vary from the amount included in other provisions.

a) Standards issued but not yet effective

Ind AS 115 - Revenue from Contracts with Customer (the new revenue recognition standard) has been notified by Ministry of Corporate Affairs (MCA) on March 28, 2018 and will be effective from April 01, 2018. Hence, from April 01, 2018, revenue recognition of the Company shall be driven by this standard.

Ind AS 115 provides guidance on how the entity shall recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This accounting change may bring about significant changes in the way companies recognise, present and disclose their revenue.

The Company is currently evaluating the effect of this standard.

b) Measurement of fair values

The Company’s accounting policies and disclosures require the measurement of fair values for financial instruments.

The Company has an established control framework with respect to the measurement of fair values. The management regularly reviews significant unobservable inputs and valuation adjustments.

When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices in active markets tor identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable tor the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data.

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

(a) The Company’s investment property consists of a commercial property in India.

(b) Based on the intention and revised business plans, a commercial building owned by the Company is considered as being held for capital appreciation and rental income rather than for business purposes. Hence, the Company has reclassified the same from inventories to investment property.

(c) The Company has no restriction on the readability of its investment property and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

(d) Though the Company measures investment property using cost based measurement, the fair value of investment property is based on valuation performed by an accredited independent valuer. The main inputs used are location and locality, facilities and amenities, quality of construction, residual life of building, business potential, supply and demand, local nearby enquiry, market feedback of investigation and Ready Reckoner published by the Government.

(e) Fair valuation is based on rent capitalisation method which is INR 9.23 Crore (Previous Year: Nil). The fair value measurement is categorised in level 3 fair value hierarchy.

(a) Includes

(i) Balances with Banks in current accounts INR 0.04 Crore (Previous Year: INR 0.05 Crore) is on account of earmarked balance for unclaimed dividend.

(ii) Balances with Banks in current accounts INR 0.65 Crore (Previous Year: INR 0.87 Crore) is amount received from flat buyers towards maintenance charges.

(b) Includes

(i) INR 5.82 Crore (Previous Year: INR 10.03 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 0.20 Crore (Previous Year: INR 1.15 Crore).

(iii) Fixed deposits held as margin money and lien marked for issuing bank guarantees amounting to INR 0.22 Crore (Previous Year: INR 4.09 Crore).

c) Rights, preferences and restrictions attached to Equity shares

The Company has only one class of equity shares 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.

(a) Capital Reserve

Profit on sale of treasury shares held by the ESOP trust is recognised in Capital reserve.

(b) Capital Reserve on Account of Amalgamation

During amalgamation, the excess of net assets taken over the cost of consideration paid is treated as capital reserve on account of amalgamation.

(c) Securities Premium

Securities premium reserve is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Act.

(d) Debenture Redemption Reserve

The Company has issued redeemable non-convertible debentures. Accordingly, the Companies (Share capital and Debentures) Rules, 2014 (as amended), requires the Company to create Debenture Redemption Reserve out of profits of the Company available for payment of dividend.

(e) Employee Stock Grant Scheme Reserve

The fair value of the equity-settled share based payment transactions with employees including key management personnel is recognised in the Statement of Profit and Loss with corresponding credit to Employee Stock Grant Scheme Reserve.

(f) General Reserve

The general reserve is created from time to time to transfer profits from retained earnings for appropriation purposes.

(g) Retained Earnings

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

(h) Treasury Shares

The Company treats ESOP trust as its extension and shares held by ESOP trust are treated as treasury shares. Treasury shares are recognised at cost and deducted from equity.

(a) Secured Working Capital Demand Loan of INR 800 crore availed from Bank secured by hypothecation of Current Assets of the Company, hypothecation of work-in-progress of Godrej Projects Development Limited (formerly known as Godrej Projects Development Private Limited) (wholly owned subsidiary), 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 excluding work-in-progress of Godrej Projects Development Limited (formerly known as Godrej Projects Development Private Limited) (wholly owned subsidiary) is provided as collateral security.

(b) Cash Credit availed from Bank is secured by hypothecation of the Current Assets of the Company, hypothecation of work-in-progress of Godrej Projects Development Limited (formerly known as Godrej Projects Development Private Limited) (wholly owned subsidiary), mortgage of Immovable property ofthe 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 excluding work-in-progress of Godrej Projects Development Limited (formerly known as Godrej Projects Development Private Limited) (wholly owned subsidiary) is provided as collateral security and payable on demand.

Disclosure of outstanding dues of Micro and Small Enterprise under Trade Payables 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 undisputed amount overdue as on March 31, 2018 and March 31, 2017 to Micro, Small and Medium Enterprises on account of principal or interest.

2 Earnings Per Share

a) Basic Earnings Per Share

The calculation of basic earnings per share is based on the profit attributable to ordinary shareholders and weighted average number of ordinary shares outstanding.

b) Diluted Earnings Per Share

The calculation of diluted earnings per share is based on the profit attributable to ordinary shareholders and weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares. .

3 Employee Benefits

a) Defined Contribution Plans:

Contribution to Defined Contribution Plans recognised as an expense for the year are as under:

b) Denned Benefit Plans:

Contribution to Gratuity Fund (Non-Funded)

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, take into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior year.

Compensated absences

Compensated absences for employee benefits of INR 1.47 Crore (Previous Year: INR 0.17 Crore) expected to be paid in exchange for the services recognised as an expense during the year.

4 Financial instruments - Fair values and risk management

a) Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

b) Measurement of Fair Value

(i) The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

(ii) The Company uses the Discounted Cash Flow valuation technique (in relation to financial assets measured at amortised cost and fair value through profit or loss) 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.

(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.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

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 loan from banks, commercial papers, fixed deposits from public and other debt instruments. The Company invests its surplus funds in bank fixed deposits and debt based mutual funds.

(iii) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rate and interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency Risk

Currency risk is not material, as the Company’s primary business activities are within India and does not have significant exposure in foreign currency.

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 Axed 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 capitalises 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 capitalised. 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.

5 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 seek 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 less cash and bank balances and other current investments.

6 Employee Stock Option Plan

During the year ended March 31, 2008, the Company instituted an Employee Stock Option Plan (GPL ESOP) approved by the Board of Directors, the 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 ended March 31, 2017.

7 Employee Stock Grant Scheme

The Company instituted an Employee Stock Grant Scheme (GPL ESGS) approved by the Board of Directors, the Shareholders and the Remuneration Committee.

a) Details of Stock Grants are as under:

b) The weighted average exercise price of the options outstanding as at March 31, 2018 is INR 5 per share (Previous year: INR 5 per share) and the weighted average remaining contractual life of the options outstanding as at March 31, 2018 is 0.38 years (Previous year: 0.89 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 414.32 (Previous year: INR 279.78). The following table lists the average inputs to the model used for the plan for the year ended March 31, 2018:

d) The expense arising from ESGS scheme during the year is INR 3.99 Crore (Previous Year: INR 2.49 Crore)

8 Leases

a) The Company has recognised INR 5.51 Crore (Previous Year: INR 6.63 Crore) towards minimum lease payments and INR 2.43 Crore (Previous Year:INR 1.76 Crore) minimum lease receipt in the Statement of Profit and Loss.

b) The Company’s significant leasing arrangements are in respect of operating leases for Commercial premises. Lease income from operating leases is recognised on a straight-line basis over the period of lease. The future minimum lease receivables of non-cancellable operating leases are as under:

c) The Company’s significant leasing arrangements are in respect of operating leases for Commercial / Residential premises. Lease expenditure for operating leases is recognised on a straight-line basis over the period of lease. These leasing arrangements are non-cancellable / cancellable and are renewable on a periodic basis by mutual consent on mutually accepted terms. The future minimum lease payments of non-cancellable operating leases are as under:

9 Related Party Transactions

1. Related Party Disclosures:

Related party disclosures as required by Ind AS - 24, “Related Party Disclosures”, are given below:

Relationships:

i) Holding and Ultimate Holding Companies:

Godrej Industries Limited (GIL) holds 56.67% (Previous Year - 56.70%) shares in the Company.

GIL is a subsidiary of Vora Soaps Limited from March 30, 2017, the Ultimate Holding Company.

Godrej & Boyce Manufacturing Company Limited (G&B), was the Ultimate Holding Company upto March 29, 2017.

ii) a) Subsidiaries - Companies:

1 Godrej Buildcon Private Limited

2 Godrej Projects Development Limited (formerly known as Godrej Projects Development Private Limited)

3 Godrej Garden City Properties Private Limited

4 Godrej Green Homes Limited (Subsidiary upto March 16, 2018)

5 Godrej Home Developers Private Limited

6 Godrej Hillside Properties Private Limited

7 Godrej Investment Advisors Private Limited (Upto June 21, 2017)

8 Godrej Fund Management Pte. Limited (Incorporated in Singapore) (Subsidiary of Godrej Investment Advisors Private Limited) (Upto June 21, 2017)

9 Godrej Prakriti Facilities Private Limited (w.e.f. July 28, 2016)

10 Godrej Highrises Properties Private Limited

11 Godrej Genesis Facilities Management Private Limited

12 Prakritiplaza Facilities Management Private Limited

13 Godrej Skyline Developers Private Limited (Upto September 28, 2017)

14 Citystar Infraprojects Limited (w.e.f. January 12, 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 Real View Developers Private Limited (w.e.f. September 01, 2016 till March 28, 2017)

19 Pearlite Real Properties Private Limited (w.e.f. September 02, 2016 till March 29, 2017)

20 Godrej Properties Worldwide Inc., USA

ii) b) Subsidiaries - Limited Liability Partnerships :

1 Godrej Highrises Realty LLP

2 Godrej Project Developers & Properties LLP

3 Godrej Projects (Pune) LLP (w.e.f. February 05, 2017)

4 Godrej Land Developers LLP

5 Godrej Developers & Properties LLP (Upto October 29, 2017)

6 Godrej Highview LLP (w.e.f. September 29, 2016 upto June 14, 2017)

7 Godrej Projects North Star LLP (formerly known as Godrej Century LLP incorporated on March 14, 2017) (Subsidiary upto September 26, 2017))

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

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

10 Godrej Projects (Soma) LLP (w.e.f. March 06, 2017)

11 Godrej Projects North LLP (incorporated w.e.f. March 02, 2017 formerly known as Godrej Projects (Bluejay) LLP)

12 Godrej Athenmark LLP (w.e.f. April 20, 2017)

13 Godrej Vestamark LLP (w.e.f. April 20, 2017)

14 Godrej Irismark LLP (w.e.f. April 20, 2017) (Subsidiary upto January 23, 2018)

15 Godrej Avamark LLP (w.e.f. April 20, 2017)

iii) a) Associate:

1 Godrej One Premises Management Private Limited

iii) b) Joint Ventures :

1 Godrej Realty Private Limited

2 Mosaic Landmarks LLP

3 Dream World Landmarks LLP

4 Godrej Landmark Redevelopers Private Limited

5 Godrej Redevelopers (Mumbai) Private Limited

6 Oxford Realty LLP

7 Godrej SSPDL Green Acres LLP

8 Caroa Properties LLP

9 MS Ramaiah Ventures LLP

10 OasisLandmarksLLP

11 Amitis Developers LLP

12 Godrej Construction Projects LLP

13 Godrej Housing Projects LLP

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

15 Wonder Space Properties Private Limited

16 Wonder City Buildcon Private Limited

17 Godrej Home Constructions Private Limited

18 Wonder Projects Development Private Limited (w.e.t. Septemer 19, 2016)

19 Godrej Property Developers LLP

20 AR Landcraft LLP (w.e.t. June 07, 2016)

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

22 Pearlite Real Properties Private Limited (w.e.t. March 30, 2017)

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

24 Prakhhyat Dwellings LLP (w.e.t. September 02, 2016)

25 Godrej Highview LLP (w.e.t. June 15, 2017)

26 Godrej Projects North Star LLP (formerly known as Godrej Century LLP (w.e.f. September 27, 2017)

27 Godrej Skyline Developers Private Limited (w.e.f. September 29, 2017)

28 Godrej Developers & Properties LLP (w.e.f October 30, 2017)

29 Godrej Green Homes Limited (w.e.f. March 17, 2018)

30 Sai Srushti OneHub Projects LLP (w.e.f January 31, 2018)

31 Godrej Irismark LLP (w.e.f. January 24, 2018)

iv) Other Related Parties in Godrej Group :

1 Godrej & Boyce Manufacturing Company Limited (w.e.f. March 30, 2017)

2 Godrej Investments Private Limited

3 Anamudi Real Estates LLP

4 Ensemble Holdings & Finance Limited

5 Godrej Agrovet Limited

6 Natures Basket Limited

7 Cream Line Dairy Products Limited

8 Godrej Consumer Products Limited

v) Key Management Personnel and their relatives :

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 D Gupte

10 Mr. Pranay Vakil

11 Dr. Pritam Singh

12 Mr.S. Narayan (Upto August 02, 2017)

13 Mr. Amitava Mukherjee

14 Mrs.TanyaDubash

15 Mst.HormazdNadirGodrej

9 Amalgamation

i) Amalgamation of Godrej Vikhroli Properties India Limited (GVPIL) with Godrej Properties Limited (GPL):

Pursuant to the Scheme of Amalgamation (the Scheme) under Section 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 November 30, 2017 and filed with the Registrar of Companies (RoC) on December 29, 2017, GVPIL, a 100% Subsidiary of GPL, is amalgamated with GPL w.e.f. April 01, 2017, the Appointed Date.

As per the said Scheme:

(i) All the assets and liabilities as appearing in the books of GVPIL 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) An amount of INR 19.84 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 0.42 Crore which have been charged to the Statement of Profit and Loss.

(iv) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 Business Combinations, the financial statements of GPL for the year ended March 31, 2017 have been restated as if the business combination had occurred from the beginning of the preceding period, irrespective of the actual date of the combination.

ii) Amalgamation of Godrej Real Estate Private Limited (GREPL) with Godrej Properties Limited (GPL):

Pursuant to the Scheme of Amalgamation (the Scheme) under Section 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 April 11, 2017 and filed with the Registrar of Companies (RoC) on May 03, 2018, GREPL, a 100% Subsidiary of GPL, is amalgamated with GPL w.e.f. April 01, 2017, the Appointed Date.

As per the said Scheme:

(i) All the assets and liabilities as appearing in the books of GREPL 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) GPL has incurred additional expenses such as charges, taxes including duties, levies and other expenses of INR 0.50 Crore which have been charged to the Statement of Profit and Loss.

(iii) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 Business Combinations, the financial statements of GPL for the year ended March 31, 2017 have been restated as if the business combination had occurred from the beginning of the preceding period, irrespective of the actual date of the combination.

Impact on the Standalone Balance Sheet and Standalone Statement of Protit and Loss :

The impact of restatement on the Standalone Balance Sheet and Standalone Statement of Profit and Loss due to the above amalgamations are summarised as below:

(ii) The Company enters into construction contracts tor 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.

10 Foreign Exchange Difference

The amount of exchange difference included in the Statement of Profit and Loss, is INR (0.03) Crore (Net Loss) (Previous Year: INR (0.01) Crore (Net Loss)).

11 Corporate Social Responsibility

The Company has spent INR 1.47 Crore during the year (Previous Year: INR 1.29 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 1.38 Crore. (Previous Year: INR 1.29 Crore)

(b) Amount spent during the year on:

The total amount spent by Happy Highrises Limited which was amalgamated with the Company during the year ended March 31, 2017 amounted to INR 0.33 Crore out of which INR 0.22 Crore was outstanding as at March 31, 2017.

12 Segment Reporting

A. Basis of Segmentation

Factors used to identify the entity’s reportable segments, including the basis of organisation

For management purposes, the Company has only one reportable segments namely, Development of real estate property. The Managing Director of the Company acts as the Chief Operating Decision Maker (“CODM”). The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators.

B. Geographical Information

The geographic information analyses the Company’s revenue and Non-Current Assets by the Company’s country of domicile and other countries. As the Company is engaged in Development of Real Estate property in India, it has only one reportable geographical segment.

C. Information about major customers

None of the customers for the year ended March 31, 2018 and March 31, 2017 constituted 10% or more of the total revenue of the Company.

13 Specified Bank Notes Disclosure

In accordance with the Notification No.- G.S.R 308(E) issued by the Ministry of Corporate Affairs dated March 30, 2017, the details of Specified Bank Notes(SBN) held and transacted during the period November 08, 2016 to December 30, 2016 is provided in the table below:

14 The write-down of inventories to net realisable value during the year amounted to INR 48.06 Crore (Previous Year: Nil).

15 Cash and Cash Equivalents and Bank Balances includes balances in Escrow Account which shall be used only tor specified purposes as defined under Real Estate (Regulation and Development) Act, 2016.

16 The figures tor the previous year have been regrouped / reclassified to correspond with current year’s classification/ disclosure that include changes consequent to the issuance of “Guidance Note on Division II - Ind AS Schedule III to the Companies Act, 2013”.

17 Previous year’s figures were audited by a firm of Chartered Accountants other than BSR& Co. LLP.


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.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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