The Directors have pleasure in presenting their Report along with the
 Audited Accounts for the year ended on March 31, 2011.
 
 Financial Highlights
 
 Your Companys financial performance for the year under review has been
 encouraging and is summarised below:
 
 Standalone                       FY 2010-11     FY 2009-10
 
                                    Rs. Crore         Rs. Crore
 
 Sales (net of excise duty)           2395.2          1267.9
 
 Other Income                           80.6            49.6
 
 Total Income                         2475.8          1317.5
 
 Total Expenditure other than         1940.4          1000.9
 
 Interest and Depreciation                           
 
 Proft before Interest,                535.4           316.6
 
 Depreciation, Tax and
 
 exceptional items_^
 
 Depreciation                           22.0            13.8
 
 Prof t before Interest and            513.4           302.8
 
 Tax and exceptional items
 
 Interest and Financial                  8.8             3.7
 
 Charges
 
 Proft before Tax &                    504.6           299.1
 exceptional items                       
 
 Tax expenses                          102.0            51.0
 
 Proft after Tax before                402.6           248.1
 exceptional items
 
 Exceptional Items (Net of Tax)         32.3             -
 
 Net Proft after tax                   434.9           248.1
 
 Surplus brought forward               174.2            98.1
 
 Amount available for                  609.1           346.2
 appropriation
 
 Appropriation
 
 Your Directors recommend appropriation as under:
 
                                      FY 2010-11      FY 2009-10
                                       Rs. Crore         Rs. Crore
 
 Interim Dividend                        163.2           125.9
 
 Tax on distributed Profits                33.4            21.4
 
 Transfer to General Reserve              65.1            24.8
 
 Surplus Carried Forward                 347.4           174.1
 
 Total Appropriation                     609.1           346.2
 
 Dividend
 
 For the year 2010-11, three interim dividends were paid on shares of
 face value Rs. 1/- each – as follows: Rs. 1/- per share on July 24, 2010, Rs.
 1/- per share on October 30, 2010 and Rs. 1/- per share on January 22, 2011.
 
 In addition to the above, the Board of Directors has also declared a
 fourth interim dividend on May 2, 2011 at the rate of Rs. 1.50 per share
 on equity shares of nominal value Rs. 1/- each. The record date for the
 same has been fxed as May 10, 2011. 
 
 The total dividend payout for the year ended March 31,
 2011 stands at Rs. 4.50 per share (450 % on shares of the face value of Rs.
 1/- each). The erstwhile Godrej Household Products Ltd. had declared an
 interim dividend of Rs. 13.50 per share in May 2010. The interim dividend
 amount of Rs. 163.2 crore includes dividend of Rs. 17.5 crore paid by
 erstwhile Godrej Household Products Limited to its JV shareholder in
 May 2010.
 
 Your Directors recommend that the aforesaid interim dividends
 aggregating to Rs. 4.50 per share on shares of face value Rs. 1/- each and
 the interim dividend of Rs. 13.50 per share paid by the erstwhile Godrej
 Household Products Ltd. on its shares of face value Rs. 4/- each, be
 declared as fnal dividend for the year ended on March 31, 2011.
 
 Issue of Shares to Qualifed Institutional Buyers
 
 During the year your Company issued 15,400,100 equity shares of face
 value Rs. 1/- each at a premium of Rs. 344 per equity share to Qualifed
 Institutional Buyers (QIBs). The pricing was equal to the foor price
 of Rs. 345 calculated in accordance with SEBI guidelines. The issue
 proceeds aggregating to Rs. 531.30 crore has been utilized to retire debt
 and for general corporate purpose.
 
 Issue of Non-Convertible Debentures
 
 During the year your Company had issued a series of unsecured non
 convertible debentures on a private
 
 placement basis upto a maximum outstanding amount of Rs. 760 crore. The
 said debentures had a credit rating of A1+ (pronounced as A one plus)
 by ICRA. As at March 31, 2011, non-convertible debentures aggregating
 to Rs. 200 crore are outstanding. Out of these, Debentures amounting to Rs.
 45 crore is redeemable in December 2011 and the balance Rs. 155 crore is
 redeemable in January 2012.
 
 Mergers and Acquisitions
 
 During the year under review, your Company has consolidated its
 presence in the domestic market by acquiring the remaining 51% stake in
 Godrej Sara Lee from the erstwhile JV partner Sara Lee Corp. After the
 acquisition, GSLL was renamed Godrej Household Products Limited (GHPL).
 Subsequently GHPL was legally merged into Godrej Consumer Products Ltd.
 (GCPL) pursuant to a scheme of arrangement sanctioned by the High Court
 of Judicature at Bombay. The appointed date for the merger is April 1,
 2010 and the effective date is March 31, 2011.
 
 The merger consolidates your Companys position in the Indian FMCG
 space, giving GCPL the largest home grown home and personal care
 portfolio in India and making GCPL the second largest household
 insecticides market in Asia excluding Japan. As far as the synergies
 for the integration of both companies are concerned, GCPLs focus is on
 value synergy improvement rather than preplanned cost synergies.
 Because of the distribution reach of the Companies, GCPL can now
 capitalize on GHPLs reach throughout urban and rural India, giving
 your Company signifcant opportunities.
 
 Towards the second half of FY11 your Company, acquired two brands,
 Genteel and Swastik, owned by Essence Consumer Care Products Pvt.
 Limited (ECCPL) and Naturesse Consumer Care Products Pvt. Limited
 (NCCPL) respectively. The acquisition extends our leadership presence
 specifcally in the liquid detergents category and reaffrms its position
 as a domestic leader in the Personal Wash category. The Board of
 Directors of your Company, ECCPL and NCCPL have approved the merger of
 ECCPL and NCCPL with GCPL subject to the approval of Honble High Court
 of Judicature at Bombay. The appointed date for the merger is December
 3, 2010.
 
 In the International front, your Company acquired PT. Megasari Makmur
 in Indonesia. Megasari is in the manufacturing and distribution of
 Household Insecticides, Wet Tissues and Air Freshners.
 
 Your Company also acquired two businesses in Latin America viz., Issue
 Group and Argencos. Both companies are focused on hair colours and the
 acquisitions have complemented each other.
 
 During the financial year, your Company also concluded the acquisition
 of Tura from Tura Group in Nigeria. Tura is a household name in Nigeria
 and leading personal care company.
 
 Review of Operations
 
 During the year under review your Company earned Proft After Tax (PAT)
 of Rs. 434.9 crore.
 
 Net Sales have increased by 89% from Rs. 1267.8 crore in 2009-10 to Rs.
 2395.2 crore in 2010-11. Current year Sales includes sales of Godrej
 Household Products Limited which was merged with your Company with
 appointed date being April 1, 2010.
 
 A detailed analysis of your Companys performance is contained in the
 Management Discussion and Analysis Report.
 
 The Company has commenced commercial production of Personal care
 products at its factory at Plot No. 52, Brahmaputra Industrial Park,
 Dol Gobinda Mandir Road, Village Sila, Guwahati on March 23, 2011.
 
 The license for the Kiwi Shoe Care and Kiwi Kleen Brands in India and
 Sri Lanka by the ersthwhile Godrej Household Products Ltd. with Sara
 Lee Corporation has been terminated with effect from April 3, 2011 for
 which
 
 the Company has received a consideration of Rs. 158.80 crore and its
 wholly owned subsidiary Godrej Household Products Lanka (Private) Ltd.
 has received Rs. 18.20 crore as a one time exit compensation in the
 financial year 2011-12.
 
 Subsidiaries
 
 Your Company has enhanced its global presence through its various
 subsidiaries.
 
 The details of business of the subsidiaries are given in Management
 Discussion and Analysis section which forms part of this Annual Report,
 under the heading ‘International Businesses.
 
 In line with the General Circular No. 2 /2011 dated February 8, 2011
 issued by the Ministry of Corporate affairs, the Board of Directors of
 your Company has passed a resolution for giving its consent for not
 attaching the financial statements of subsidiaries of the Company to the
 Balance sheet of the Company for the year ended March 31, 2011.
 
 The Consolidated Financial Statements of the Company and its
 subsidiaries, prepared in accordance with Accounting Standard 21 issued
 by the Institute of Chartered Accountants of India, also forms part of
 the Annual Report and accounts of your Company. A one page financial
 summary for all the subsidiaries giving the required information is
 disclosed in the consolidated balance sheet.
 
 As directed by the aforesaid circular the accounts of the subsidiary
 companies and the related detailed information will be made available
 to any shareholder seeking such information at any point of time. The
 accounts of the subsidiary companies are also available for inspection
 by any shareholder at the registered offce of the Company or at the
 registered offces of the subsidiary companies.
 
 Employee Stock Option Plan
 
 The shareholders of the Company vide special resolution passed on March
 14, 2007 approved the setting up of Godrej Consumer Products Ltd.
 Employee Stock Option Plan (GCPL ESOP). Pursuant to the approvals
 received in the above meeting and in the meeting dated April 24, 2008,
 the Company can grant 4,500,000 stock options convertible into
 4,500,000 equity shares of the nominal value Rs. 1/- each to the eligible
 employees/directors of the Company and of the Companys subsidiaries.
 
 The GCPL ESOP is administered by a trust set up for this purpose viz.
 Godrej Consumer Products Ltd. Employee Stock Option Trust.
 
 As on March 31, 2011, 1,903,500 options convertible into 1,903,500
 shares of nominal value of Rs. 1/- each
 
 The details of the Options allotted under GCPL ESOP, as also the
 disclosures in compliance with Clause 12 of the Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines, 1999 are set out in Annexure A to this
 report.
 
 Since the exercise price of GCPL options is the last closing price on
 the stock exchange, there is no compensation cost in Financial Year
 2010-11 based on the intrinsic value of the options.
 
 Under the Scheme of Amalgamation between your Company and Godrej
 Household Products Limited(GHPL), the Employee Stock Option Scheme of
 the erstwhile unlisted GHPL has now become part of your Company. The
 equity shares of ‘Godrej Industries Limited are the underlying equity
 shares for the stock option scheme. As at March 31, 2011, 21,29,000
 options convertible into 21,29,000 equity shares of Godrej Industries
 Ltd are outstanding.
 
 Employee Stock Purchase Plan
 
 The Board of Directors at its meeting held on January 22, 2011 had
 approved an Employee Stock Purchase Plan (GCPL ESPL) under the
 provisions of Section 77 of the Companies Act, 1956. The GCPL ESPL is
 administered by the GCPL ESOP Trust. Employees in the cadre of Vice
 Presidents and above, are eligible to be covered under the plan.
 
 Under the GCPL ESPL, the Company provides loan to the GCPL ESOP Trust
 at an interest rate which is not less than the bank rate, to enable the
 GCPL ESOP trust
 
 to acquire upto 1,000,000 shares of the Company from the secondary
 market.
 
 Under the GCPL ESPL, 980,000 shares have been granted till March 31,
 2011 and the balance 20,000 shares have been granted after the close of
 the financial year.
 
 The shares so granted are held by the trust for the benefit of the
 employee. The shares shall vest with the employee on March 30, 2012.
 Thereafter within the exercise period of two years, the employee shall
 compulsorily exercise the shares by acquiring the shares from the GCPL
 ESOP trust. The exercise price shall be the market price on the day
 prior to the date of grant plus interest at a rate not less than the
 bank rate till the date of exercise.
 
 Employee Stock Grant Scheme
 
 The shareholders have on March 18, 2011, approved a new Employee Stock
 Grant Scheme( ESGS 2011). The Scheme envisages the issue of up to
 25,00,000 fully paid equity shares at a nominal value of Rs. 1 each in
 the Company to certain eligible employees of the Company and / or its
 subsidiaries. In terms of the ESGS 2011, the HR & Compensation
 Committee has approved the granting of 1,09,632 Stock Grants to
 eligible employees of the Company with effect from June 1, 2011. In
 terms of the above scheme, one stock grant represents one equity share
 of the Company.
 
 The equity shares shall vest in the employees on the dates as given
 hereunder.
 
            No. of grants          Vesting date
 
                36,544             May 31, 2012
 
                36,544             May 31, 2013
 
                36,544             May 31, 2014
 
 Total Grant: 1,09,632
 
 The eligible employees shall be entitled to exercise the options vested
 in them, within one month from the date of vesting or such dates as may
 be determined by the HR & Compensation Committee. The exercise price
 shall be Rs. 1/- per equity share. The equity shares vested in the
 eligible employees shall be allotted on payment of the exercise price.
 Since the options have been allotted after the financial year to which
 this report relates, the details of the options allotted under ESGS
 2011, as also the disclosures in compliance with clause 12 of the
 Securities and Exchange Board of India (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme) Guidelines, 1999 are not applicable
 for the financial year 2010-11.
 
 Directors
 
 Ms. Rama Bijapurkar resigned from the Board of your Company with effect
 from close of business hours on October 30, 2010. The Board places on
 record her extra-ordinary service to the Board and Company over a
 period of nine years.
 
 In accordance with Article 130 and 131 of the Articles of Association
 of your Company, Dr. Omkar Goswami and Mr. Jamshyd Godrej retire by
 rotation and being eligible, offer themselves for re-appointment.
 
 Ms Tanya Dubash, Ms Nisaba Godrej and Mr Narendra Ambwani were
 appointed additional directors with effect from May 2, 2011 and will
 hold offce upto the date of the Annual General Meeting pursuant to
 Section 260 of the Companies Act, 1956. Pursuant to Section 257 of the
 Companies Act, 1956, the Company has received a notice from a member
 signifying his intention to propose the candidature of Ms Tanya Dubash,
 Ms Nisaba Godrej and Mr. Narendra Ambwani as directors in the ensuing
 Annual General Meeting. Accordingly resolutions for all the aforesaid
 reappointments/appointments are included in the notice of the Annual
 General Meeting.
 
 Listing
 
 The shares of your Company are listed at The Bombay Stock Exchange
 Limited and The National Stock Exchange of India Ltd. The annual
 listing fee has been paid to each of the above exchanges before the due
 date.
 
 Auditors
 
 The Auditors, Kalyaniwalla & Mistry, Chartered Accountants, Mumbai,
 retire and offer themselves for re- appointment.
 
 Pursuant to directions from the Department of Company Affairs, M/s. P.
 M. Nanabhoy & Co., Cost Accountants have been appointed as Cost
 Auditors for the year 2010-11. They are required to submit the report
 to the Central Government within 180 days from the end of the
 accounting year.
 
 Directors Responsibility Statement
 
 Pursuant to the provisions contained in section 217 (2AA) of the
 Companies Act, 1956, your Directors, based on the representation
 received from the Operating Management, and after due enquiry, confrm:
 
 a) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed and no material departures have
 been made from the same;
 
 b) that they have selected such accounting policies and applied them
 consistently and made judgements
 
 and estimates that are reasonable and prudent so as to give a true and
 fair view of the state of affairs of the Company at the end of the
 financial year and of the proft of the Company for that period;
 
 c) that they have taken proper and suffcient care for the maintenance
 of adequate accounting records in accordance with the provisions of
 this Act for safeguarding the assets of the Company for preventing and
 detecting fraud and other irregularities;
 
 d) that they have prepared the annual accounts on a going concern
 basis.
 
 Additional Information
 
 Annexure B to this Report gives the information in respect of
 conservation of Energy, Technology absorption and Foreign Exchange
 earnings and outgo, required under Section 217(1)(e) of the Companies
 Act, 1956, read with the Companies (Disclosure of Particulars in the
 Report of the Board of Directors) Rules, 1988 and forms a part of the
 Directors Report.
 
 Information as per Section 217(2A) of the Companies Act,1956 read with
 the Companies ( Particular of Employees) Rules, 1975 forms part of this
 Report. As per provisions of Section 219(1)(b)(iv) of the Companies
 Act,1956, the Report and Accounts are being sent to the Shareholders of
 the Company, excluding the statement of particulars of the employee
 under Section 217(2A) of the Companies Act,1956. Any shareholder
 interested in obtaining a copy of the statement may write to the
 Company Secretary at the Registered Offce of the Company.
 
 The notes to the Accounts referred to in the Auditors Report are
 self-explanatory and therefore do not call for any further explanation.
 
 Group for Interse Transfer of Shares
 
 As required under Clause 3(1)(e) of the Securities and Exchange Board
 of India(Substantial Acquisition of Shares and Takeovers) Regulations,
 1997 persons constituting Group (within the meaning as defned in the
 Monopolies and Restrictive Trade Practices Act, 1969) for the purpose
 of availing exemption from applicability of the provisions of
 Regulation 10 to 12 of the aforesaid Regulations, are given in the
 Annexure C attached herewith and forms part of this Annual Report.
 
 Corporate Governance
 
 The Company continues to enjoy a Corporate Governance Rating of CGR2+
 (pronounced as CGR2 plus) and a Stakeholder Value Creation and
 Governance Rating of SVG1 (pronounced as SVG 1). The + sign
 
 indicates relatively higher standing within the category indicated by
 the rating. The above ratings are on a rating scale of 1 to 6, where 1
 is the highest rating.
 
 The two ratings evaluate whether a Company is being run on the
 principles of Corporate Governance and whether the practices followed
 by the Company lead to value creation for all its shareholders.
 
 The CGR2 rating is on a rating scale of CGR1 to CGR6 where CGR1 denotes
 the highest rating. The CGR2+ rating implies that in ICRAs current
 opinion, the rated Company has adopted and follows such practices,
 conventions and codes as would provide its financial stakeholders a high
 level of assurance on the quality of corporate governance.
 
 The SVG1 rating is on a rating scale of SVG1 to SVG6 where SVG1 denotes
 the highest rating. The SVG1 rating implies that in ICRAs current
 opinion, the Company belongs to the highest category on the composite
 parameters of stakeholder value creation and management as also
 corporate governance practices
 
 Pursuant to Clause 49 of the Listing Agreements, the Management
 Discussion and Analysis Report and the Report on Corporate Governance
 are included in the Annual Report. The Auditors Certifcate certifying
 the Companys compliance with the requirements of Corporate Governance
 in terms of Clause 49 of the Listing Agreement, is attached as Annexure
 D and forms part of this Annual Report.
 
 Acknowledgement
 
 Your Directors wish to place their sincere thanks to the Union
 Government and the Governments of Maharashtra, Madhya Pradesh, Tamil
 Nadu, Pondicherry, Jammu & Kashmir, Himachal Pradesh, Assam, Meghalaya
 and Sikkim, as also to all the Government agencies, banks, customers,
 shareholders, vendors and other related organisations who, through
 their continued support and co-operation, have helped, as partners, in
 your Companys progress.
 
                            For and on behalf of the Board of Directors
 
                                                             Adi Godrej
 
                                                               Chairman
 
 Mumbai, May 2, 2011