The Directors have pleasure in presenting the Annual Report along with
the Audited Accounts for the Financial Year ended March 31, 2015.
Review of Operations
Your Company''s performance during the year as compared with that during
the previous year is summarized below.
Year Ended Year Ended
March 31 March 31
Sales of products and services 1,454.64 1,453.55
Other Income 237.23 144.98
Total Income 1,691.87 1,598.53
Total Expenditure other than 1,383.37 1,354.20
Finance Costs and
Depreciation and Amortisation
Profit before Finance Costs, 308.50 244.33
Amortisation and Tax
Depreciation and Amortisation Expenses 28.59 24.61
Profit before Finance Costs and Tax 279.91 219.72
Finance Costs (net) 147.74 94.84
Profit before Tax 132.17 124.88
Provision for Current Tax 4.23 0.09
Provision for Deferred Tax (20.87) 5.10
Net Profit 148.81 119.69
Surplus brought forward 526.88 482.06
Profit after Tax available for 675.69 601.75
Your Directors recommend appropriation as under:
Dividend on Equity Shares 58.80 58.70
Tax on distributed profits 11.97 9.98
Proposed Dividend for on additional shares - 0.01
issued during the year
Credit for Dividend Distribution Tax on (7.96) (5.79)
Dividend Received from Subsidiaries
Depreciation (in transition to New 3.02 -
Transfer to General Reserve 14.88 11.97
Surplus Carried Forward 594.98 526.88
Total Appropriation 675.69 601.75
The Board of Directors of your Company recommends a final dividend of
Rs. 1.75 per equity share of Re. 1/- each, aggregating Rs. 58.80 crore
(previous year Rs. 1.75 per equity share).
Management Discussion and Analysis
There is a separate section on Management Discussion and Analysis
appended as Annexure A to this Report, which includes the following:
* Industry Structure and Developments
* Discussion on financial performance with respect to operational
* Segment wise performance
* Human Resources and Industrial Relations
* Opportunities and Threats
* Internal Control Systems and their adequacy
* Risks and Concerns
Subsidiary and Associate Companies
Your Company has interests in several industries including animal
feeds, poultry and agro-products, oil palm plantation, property
development, personal and home care, etc. through its subsidiary and
Godrej Agrovet Limited (GAVL)
Godrej Agrovet Limited (GAVL), a subsidiary of your company is a
diversified agribusiness company dedicated to improving the
productivity of Indian farmers by innovating products and services that
sustainably increase crop and livestock yields.
GAVL''s consolidated Total Income grew by 7% from Rs. 3590 crore to
Rs. 3843 crore during the financial year 2014-15. The Net Profit grew
by 29% at Rs. 214 crore as compared to Rs. 166 crore during the
previous financial year 2013-14.
The Animal Feeds vertical, which is our largest agri vertical,
continues to do well. Cattle feed, layer feed and shrimp feed delivered
a strong performance with a growth of 19%, 25% and 23% respectively
despite adverse environmental conditions in the form of erratic and
In line with the focus on building quality manufacturing capacity in
Animal Feed, GAVL invested in additional capacity at Baramati
(Maharashtra), Hanuman Junction (AP), Tumkur (Karnataka) and Ikolaha
(Punjab) during the year under review.
GAVL also continues to invest in sustained research and development
efforts. During the year under review, it had launched Nadir Godrej
Centre for Animal Research & Development (R & D), a state of the art
R&D facility situated near Nashik, the R&D Centre is one of the first
private sector investments in the space of improving yield of Livestock
in India. The Centre is spread across 9 acres of land with separate
facilities for trials on broiler, layer and cattle. GAVL also proposes
to invest in a state of the art manufacturing facility to manufacture
crop protection chemicals and other products at Dahej, Gujarat.
GAVL continued its customer relationship building activities and
organized various events such as healthy calf competitions and Godrej
Knowledge series lectures to educate its end customers i.e. the
In the Oil Palm vertical GAVL continues to focus on developing
additional revenue stream by enhancing the value of Biomass generated
in the business and on increasing the acreage under oil palm
plantations. GAVL established a new plant at Kolasib, Mizoram during
the year under review. It is possibly the highest investment made by
any private company in the State of Mizoram.
During the year under review the performance of GAVL''s joint
ventures, Godrej Tyson Foods Limited (GTFL) and ACI Godrej Agrovet
Private Limited, Bangladesh (ACI Godrej) was good.
ACI Godrej registered an excellent growth of 48% in profit before tax
over previous year on account of favourable input costs and improved
production efficiencies. GTFL has successfully evolved the business
model by reducing its dependency on volatile Live Business. Going
forward GTFL will focus on strengthening its Yummiez and Real Good
Chicken brands. GTFL has successfully mitigated the risk of flat to low
live price and increase / enhanced inputs price by remaining
Godrej Properties Limited (GPL)
Despite the challenging macroeconomic and real estate sector
environment, GPL demonstrated strong results. For the full year,
GPL''s total consolidated income increased by 54% to INR 1,927 crore
and net profit increased by 20% to INR 191 crore. From a business
development perspective, GPL added 5 new projects with a saleable area
of ~8 million square feet during the year. For new projects added to
the portfolio, the focus has been entirely on residential projects in
target cities with favourable deal structures.
Despite a very weak market for residential real estate GPL registered
its best ever year for residential sales with a growth of 69% in volume
terms and 58% in value terms as compared to FY14. GPL also had the best
ever year for project deliveries with 3.5 million sq. ft. of space
delivered during the year. One critical project delivery was the
760,000 sq. ft. of commercial space at Godrej One in Vikhroli, which
will be the new headquarters of the Godrej Group. GPL also opened its
first international sales office in Dubai to further expand its sales
Despite very weak market conditions, sales in Gurgaon increased by over
500%. GPL has emerged as the largest developer in Gurgaon by sales
volume in 2014. Four years ago GPL had no presence in NCR. In a short
period of time, it added 5 projects in NCR and has already launched 4
of these projects with tremendous success. GPL''s cumulative sales in
Gurgaon now stands at more than 3 million sq. ft.
Sustainability is one of the key principles underscoring GPL''s design
led approach and GPL witnessed another year with its multiple projects
receiving green building certifications. This included IGBC Platinum
precertification for Godrej Platinum in Delhi and IGBC Gold
precertification for Godrej Park, Godrej Anandam and Godrej United.
GPL received significant external recognition with a total of 59 awards
being received in FY15. It has been ranked 1st in the real estate
sector for the fifth consecutive year in the ''Best Companies to Work
For'' study by the Great Places to Work Institute in partnership with
the Economic Times. Attracting the best management talent and creating
an environment that allows this talent to flourish is the most
important priority for the company.
Natures Basket Limited (NBL)
Godrej Nature''s Basket is the retail venture of Godrej Group and is
today India''s foremost retail destination for fine foods from across
Nature''s Basket continued on its growth path, much above industry
standards. NBL''s total income grew by 20% year-on-year from Rs. 174
crore during the financial year 2013-14 to Rs. 209 crore during the
financial year 2014-15.
NBL continued to be the most awarded gourmet business brand winning
several awards in forums like India Retail Forum, Asia Retail Congress
Awards, CMO Asia Congress many of which have been received for the 3rd
year in a row.
The in-store consumer experience and brand imagery was maintained at
highest levels to ensure that business continues to be seen
aspirational and connects instantly with discerning consumers. Much of
the growth and margin can be attributed to the increase in sales in our
gifting and private label business.
NBL''s private label brands, L''Exclusif and Healthy Alternatives,
continued to be growth drivers with sales growing nearly 6 times over
previous year and the further introduction of 150 distinctive SKUs in
2014-15 taking the total range to 306 SKUs. NBL has expanded its range
significantly and it is increasing in popularity. Sales from this
segment contributed to nearly 6% of its overall sales. Private label
will continue to be a key driver of growth in sales and margin.
NBL has revamped its web portal with a best in class user experience
and strengthened backend ecommerce functionality. With the integration
of robust technology platform and experts of ekstop.com with our
existing online business, E-commerce business is poised to growth
exponentially in 2015-16. The loyalty program base was further
increased to cross 3 lac customers and contributed 57% of the sales.
Godrej Consumer Products Limited (GCPL)
GCPL, an associate of your Company, has continued to grow ahead of the
overall FMCG sector, as well as home and personal care categories that
it participates in, despite a challenging macro environment.
On a consolidated basis, GCPL reported a total income of Rs. 8,351
crore during the financial year 2014-15 compared to Rs. 7,665 crore for
the previous year 2013-14. The Net Profit grew by 19% at Rs. 907 crore
as compared to Rs. 760 crore during the financial year 2013-14.
GCPL''s expanding footprint is driven by a focused 3x3 strategy - a
presence in three business categories (personal care, hair care and
home care) in three geographies (Asia, Africa and Latin America) - to
become an emerging markets FMCG leader. Despite challenges across
geographies, its businesses have performed well, with the company''s
salience of international revenues at 47%.
GCPL''s focus has been to accelerate innovation and back new products
with strong marketing investments. In the past year, GCPL made several
new launches in the domestic and international businesses, expected to
further enhance the company''s competitiveness, improve the equity of
its brands and drive increased penetration and consumption. Over 40% of
GCPL''s growth now comes from new products and renovations. It was
also the highest ranked Indian company (at number 24) on Forbes'' list
of the ''World''s 100 Most Innovative Growth Companies 2015'', for
the second year in a row.
Today, GCPL is one of the largest household and personal care companies
in India; the leader in hair colour, household insecticides and liquid
detergents, the number two player in toilet soaps and a fast-growing
new entrant in air care. Significant marketing investments have driven
higher consumption and penetration across the board. GCPL''s superior
global supply chain and future- ready sales organisation leverage the
latest technology for sharper execution and better decision making,
thus strengthening market positions.
It was ranked the number 1 FMCG Company to work for in the ''Great
Place to Work - Best Workplaces in India 2014'' list; its eleventh
consecutive year on the list. It was also ranked number 14 on the
''Great Place to Work - Best Workplaces in Asia 2014'' list and
ranked among the ''Aon Hewitt Best Employers in India - 2015'' survey
Godrej International Limited (GINL) is a wholly owned subsidiary of
Godrej Industries Ltd. and trades worldwide in vegetable oils. The year
under review was marked with greater than normal volatility brought
about by the sharp drop in mineral oil prices, thus affecting the usage
of veg oils in bio diesel.
Godrej International Trading & Investments Pte. Limited (GITI) is also
a wholly owned subsidiary of the Company and is incorporated in
Singapore. The company continued to trade profitably and maintained its
presence in key veg oil markets.
Godrej International Limited (Labuan) has been incorporated in the
Malaysian Financial Centre of Labuan in February 2015. It is a wholly
owned subsidiary of the Company and commenced its trading since April
2015. Being at the heart of the palm oil industry, it is likely to
encompass the major portion of our trading activity in the near future.
Ensemble Holding and Finance Limited (EHFL), a wholly owned subsidiary
of your Company, is a Non-Banking Finance Company. The total income of
EHFL for the financial year 2014-15 was Rs. 0.97 crore as against that
of Rs. 0.99 crore last year. The Net Profit before Tax of EHFL during
the financial year ended March 31,2015 was Rs. 0.95 crore as against
that of Rs. 0.97 crore last year.
Pursuant to clause 49 of the listing agreement, your Company has
formulated a policy for determining its ''material subsidiaries''.
The said policy has been uploaded on the Company''s website
During the year under review, Wadala Commodities Limited (WCL) has
amalgamated with your Company in terms of the Scheme of Amalgamation
(the Scheme) sanctioned by the Hon''ble Bombay High Court vide its
order dated September 5, 2014 and by the Hon''ble High Court of Madhya
Pradesh, Indore Bench on October 28, 2014. The appointed date of the
Scheme was April 1, 2014 and the effective date of the Scheme was
November 21, 2014 i.e. the date on which your Company and WCL filed the
certified copy of the respective High Court order with the Registrar of
Companies, Mumbai, Maharashtra and Registrar of Companies, Gwalior,
Madhya Pradesh. Thereafter, between January and March 2015, your
Company allotted equity shares to the shareholders of WCL and GIL
pursuant to the scheme. Your Company has received all the necessary
regulatory approvals and has also completed requisite filings.
The loan funds at the end of the year stand at Rs. 2,022 crore as
compared to Rs. 1,327 crore for the previous year. The debt equity
ratio is 1.16 as compared to 0.79 last year. Your Company continues to
hold the topmost rating of [ICRA]A1 from ICRA for its commercial paper
program (Rs. 700 crore) (previous year Rs. 600 crore). ICRA has
reaffirmed an [ICRA]A1 rating for its short term debt
instruments/other banking facilities (Rs. 800 crore) (previous year Rs.
900 crore). This rating of ICRA represents highest-credit quality
carrying lowest-credit risk. ICRA also reaffirmed [ICRA] AA rating with
stable outlook for long-term debt, Non-convertible Debentures, working
capital and other banking facilities (Rs. 940 crore) (previous year Rs.
940 crore). This rating represents high-credit quality carrying
low-credit risk. ICRA has also assigned a rating of MAA with stable
outlook for our Public Deposit scheme. The Public Deposit scheme under
the Companies Act, 1956 has been discontinued. Instruments with this
rating are considered to have the high-credit quality and low credit
The chemicals division of your Company has manufacturing units at
Ambernath and Valia.
The Ambernath factory which commenced manufacturing during the previous
financial year is now fully operational. The Ambernath factory is
ISO-9001:2008 and ISO 14001:2004 certified.
The Valia factory is ISO-9001:2008 and ISO 14001:2004 certified. The
Valia factory won the FICCI award for Efficiency in Energy Usage in
The Vegoils Division (Wadala) continues to operate as a contract
processor of edible oils and vanaspati. The division recorded a
turnover of Rs. 6 crore.
Research and Development (R&D)
In the year under consideration our R&D activities have resulted in the
launch of few new products, each of them being high value derivatives
of fatty alcohols, having specialty applications in personal care
products and textile auxiliaries. Innovation in existing processes and
the endeavour to develop new processes and technologies will be an
ongoing activity. We continue to focus our attention on high value
fractionated fatty acids and fatty alcohols for the polymer, oilfield,
lubricant and paper industries. We continue our efforts in developing
improved and customized specialty surfactants and bio surfactants
through in house development and external consultation.
Human Resource Development and Industrial Relations
During the year under review, industrial relations at all plant
locations remained harmonious.
Your Company emphasizes on the safety of people working in its
premises. Structured safety meetings were held and safety programmes
were organized for them throughout the year.
Business Responsibility Report
SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012 had
proposed to mandate inclusion of Business Responsibility Reports as
part of the Annual Reports for listed entities. According to the
proposal, the report should describe measures taken by the listed
companies along with key principles enunciated in the ''National
Voluntary Guidelines on Social, Environmental and Economic
Responsibilities of Business'' framed by the Ministry of Corporate
Affairs. This is intended to be adopted by companies in India to report
their Corporate Social Responsibility (CSR) activities and initiatives.
A detailed report on your Company''s sustainability initiatives is
published in the Business Responsibility Report, as ''Annexure B''
and forms a part of this report.
Your Company has automated Export Benefit related Processes using SAP
System. It helped the organization for managing better control on
application, status of benefits, receipt of benefits and utilization of
benefits. The system has helped business to have online tracking &
monitoring of entire process of export benefit utilization and
available for utilization.
We will continue to leverage technology and setup Green
Initiatives through use of technology..
Employee Stock Grant Scheme 2011 (ESGS) and Employee Stock Option Plan
On February 11,2015, the Nomination and Compensation Committee approved
a total of 1,12,747 stock grants equivalent to 1,12,747 equity shares
of the Company to eligible employees in terms of the ESGS 2011 Scheme.
The exercise price is Re. 1/- per equity share. As on March 31,2015 and
in terms of the ESGS Scheme, 2011, a total of 1,58,957 grants were
vested, exercised and allotted.
During the current year, The Securities and Exchange Board of
India(SEBI) has issued the SEBI (Share Based Employee Benefits)
Regulation, 2014, which requires that the accounting treatment for
employee share based payments to be based on the Guidance Note on
Accounting for Employees Share-Based Payments issued by the Institute
of Chartered Accountants of India. Accordingly, the Company has not
included the Financial Statements of the Godrej Industries Limited
Employees Stock Option Trust (ESOP Trust) in the preparation of the
Standalone financial statements of the Company for the year ended March
31,2015, as compared to the previous year where the same were
consolidated. Consequently, these financial statements do not include
the assets, liabilities, income and expenditure of the ESOP Trust and
to that extent, the figures for the previous year are not comparable.
Disclosure in compliance with Companies (Share Capital and Debentures)
Rules, 2014 and clause 12 of the Securities and Exchange Board of India
(Employees Stock Purchase Scheme) Guidelines, 1999 is given in Annexure
C attached and forms a part of this report.
Your Company is currently not accepting public deposits. The management
of the Company is thankful to all the investors for their continued
trust in the Company. During the year ended March 31,2015, deposits
aggregating to Rs. 18.75 Crore have been repaid on maturity. The
Company has no overdue deposits other than unclaimed deposits.
Your Company''s equity shares are available for dematerialization
through National Securities Depository Limited and Central Depository
Services (India) Limited. As of March 31,2015, 99.74% of the equity
shares of your Company were held in demat form.
In accordance with the Articles of Association of the Company, the
following directors retire by rotation at the ensuing Annual General
Meeting and being eligible offer themselves for reappointment;
* Mr. A. B. Godrej (DIN 00065964)
* Mr. V. M. Crishna (DIN 00066267)
Your Company had appointed following Non-Executive (Independent)
Directors pursuant to clause 49 of the listing agreement and they are
liable to retire by rotation as per Companies Act, 2013;
* Mr. S.A.Ahmadullah (DIN 00037137)
* Mr. A. B. Choudhury (DIN 00557547)
* Mr. K. K. Dastur (DIN 00050199)
* Mr. K. M. Elavia (DIN 00003940)
* Dr. N. D. Forbes (DIN 00630825)
* Mr. K. N. Petigara (DIN 00066162)
Provisions of Section 149 of the Companies Act, 2013 provides that
every listed public company is required to have at least one-third of
the total number of directors as Independent Directors who shall hold
office for a term of consecutive five years. No Independent Director
shall be eligible for more than two consecutive terms of five years and
such Independent Director shall not be liable to retire by rotation.
Consequent upon applicability of the Companies Act, 2013 w.e.f. April
1, 2014, all the above Non-Executive Directors were appointed as
Independent Directors of your Company, not liable to retire by
rotation, for a period of five consecutive years w.e.f. the date of
last Annual General Meeting i.e. August 9, 2014.
Your Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Your Company has conducted a formal Board Effectiveness Review as part
of its efforts to evaluate, identify improvements and thus enhance the
effectiveness of the Board, its Committees, and Individual Directors.
This was in line with the requirements mentioned in the Companies Act,
2013 and the listing agreement.
The HR team of the Company worked directly with the Chairman and the
Nomination and Remuneration Committee of the Board, to design and
execute this process which was adopted by the Board. Each Board Member
completed a confidential online questionnaire, providing vital feedback
on how the Board currently operates and how it might improve its
The survey comprised four sections and compiled feedback and
* Board Processes (including Board composition, strategic orientation
and team dynamics);
* Individual Committees;
* Individual Board Members; and
* the Chairman
The following reports were created, as part of the evaluation:
* Board Feedback Report;
* Individual Board Member Feedback Report; and
* Chairman''s Feedback Report
The overall Board Feedback Report was facilitated by Mr. K. M. Elavia,
an independent director. The Directors shared their feedback about the
Board functioning and also identified areas which have scope for
improvement. The Individual Committees and Board Members'' feedback
was shared with the Chairman. Following his evaluation, a Chairman''s
Feedback Report was also compiled.
On the recommendation of the Nomination & Compensation Committee, the
Board had framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The details of the
Remuneration Policy are stated below:
Board Appointment Policy - Godrej Industries Limited (the Company)
The Company is committed to equality of opportunity in all aspects of
its business and does not discriminate on the grounds of nationality,
race, colour, religion, caste, gender, gender identity or expression,
sexual orientation, disability, age or marital status.
The Company recognises merit and continuously seeks to enhance the
effectiveness of its Board. The Company believes that for effective
corporate governance, it is important that the Board has the
appropriate balance of skills, experience and diversity of
Board appointments will be made on merit basis and candidates will be
considered against objective criteria with due regard for the benefits
of diversity on the Board. The Board believes that such merit-based
appointments will best enable the Company to serve its stakeholders.
The Board will review this Policy on a regular basis to ensure its
Pursuant to clause 49 of the listing agreement, a familiarisation
program has been conducted for the independent directors of the
Company. Under this program a visit to the Ambernath factory was
arranged for the independent directors of the Company. The details of
Directors familiarisation program are uploaded on the Company''s
Key Managerial Personnel
Mr. P. Ganesh has been appointed as the Chief Financial Officer and
Company Secretary with effect from April 1, 2015. He shall be the
compliance officer and shall ensure compliances with effect from April
1, 2015. Mr. Clement Pinto and Mr. K. R. Rajput, stepped down from
their positions as Chief Financial Officer and Company Secretary
respectively, with effect from March 31,2015.
Pursuant to section 139 of the Companies Act, 2013, your Company has
appointed M/s. Kalyaniwalla and Mistry, Chartered Accountants (Firm
Regn. No. 104607W) as Auditors of the Company to hold office from the
conclusion of the previous annual general meeting until the conclusion
of fourth consecutive annual general meeting (AGM), subject to the
ratification of re-appointment by the members at every AGM.
You are requested to ratify the re-appointment of Auditors and to
authorise the Board to fix their remuneration. The auditors M/s.
Kalyaniwalla and Mistry, Chartered Accountants, are eligible for
reappointment. A certificate from the Auditors has been received to
the effect that their reappointment, if made, would be within the
Pursuant to directions from the Department of Company Affairs, M/s. R.
Nanabhoy & Co., Cost Accountants have been appointed as Cost Auditors
for the applicable products of the Company for the year 2014-15. They
are required to submit the report to the Central Government within 180
days from the end of the accounting year.
The Board has appointed M/s A. N. Ramani & Co., Company Secretaries,
Practising Company Secretary, to conduct Secretarial Audit for the
financial year 2014-15. The Secretarial Audit Report for the financial
year ended March 31, 2015 is annexed herewith marked as Annexure
''G'' to this Report. The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark.
The Audit Committee, constituted pursuant to the provisions of the
Companies Act and the listing agreement, has reviewed the Accounts for
the year ended March 31, 2015. The members of the Audit Committee are
Mr. K. K. Dastur, Mr. S. A. Ahmadullah, Mr. K. N. Petigara and Mr. A.
B. Choudhury, all Independent Directors.
Policy to Prevent Sexual Harassment at Work Place
Your Company is committed to creating and maintaining an atmosphere in
which employees can work together without fear of sexual harassment,
exploitation or intimidation. As required under the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (Act''), your Company has constituted an Internal
Complaints Committee. No complaints were received by the committee
during the year under review. Since the number of complaints filed
during the year was NIL, the Committee prepared a NIL complaints
report. This is in compliance with section 22 of the Act.
Directors'' Responsibility Statement
Pursuant to the provisions contained in Section 134 of the Companies
Act, 2013, the Directors of your Company confirm:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
b) that such accounting policies have been selected and applied
consistently, and such judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period;
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company, for preventing and
detecting fraud and other irregularities;
d) that the annual accounts have been prepared on a going concern
e) that the proper policies and procedures have been adopted for
ensuring the orderly and efficient conduct of its business, including
adherence to code of conduct and policies, the safeguarding of assets,
the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of
reliable financial information and that such policies and procedures
are adequate and were operating effectively.
f) that proper systems are in place to ensure compliance of all laws
applicable to the Company and that such systems are adequate and
As required by the existing clause 49 of the Listing Agreements with
the Stock Exchanges, a detailed report on Corporate Governance is
included in the Annual Report. The Auditors have certified the
Company''s compliance of the requirements of Corporate Governance in
terms of clause 49 of the Listing Agreement and the same is annexed to
the Report on Corporate Governance.
Disclosures and Information under the Companies Act, 2013
Pursuant to section 134 and any other applicable section of the
Companies Act, 2013 (the Act), following disclosures and information is
furnished to the shareholders:
(a) Conservation of Energy, Technology absorption and Foreign Exchange
Earnings and Outgo
''Annexure D'' to this Report gives information in respect of
Conservation of Energy, Technology absorption and Foreign Exchange
Earnings and Outgo, required under Section 134(3)(m) of the Companies
Act, 2013, and forms a part of the Directors'' Report.
(b) Annual return
The extracts of the annual return as provided under sub section (3) of
Section 92 of the Act is given in Form No. MGT 9 as ''Annexure E'',
attached and forms a part of this report.
(c) Board meetings
The Board of Directors of your Company met 6 (six) times during the
year under review. The details of Board meetings and the attendance of
the Directors are provided in the Corporate Governance Report.
(d) Loans, Guarantees & Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
(e) Related Party Transactions
All related party transactions entered into by your Company during the
financial year were on an arm''s length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company. Prior approval of
the Audit Committee was obtained for those transactions. Accordingly,
the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
Attention of members is also drawn to the disclosure of transactions
with related parties set out in Note No. 45 of Standalone Financial
Statements, forming part of the Annual Report. None of the Directors
has any pecuniary relationships or transactions vis-a-vis the Company.
The policy on Related Party Transactions is uploaded on the Company''s
(f) Particulars of Employees:
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 of the Companies Act and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 has been appended as Annexure ''F'' to this Report. The
information required pursuant to Section 197 of the Companies Act read
with Rule 5(2) and (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of employees of your
Company is available for inspection by the members at registered office
of the Company during business hours on working days up to the date of
the ensuing Annual General Meeting. If any member is interested in
obtaining a copy thereof, such member may write to the Company
Secretary, whereupon a copy would be sent.
(g) Risk Management
Your Company had formed a Risk Management Committee consisting of the
Managing Director and the Whole time Directors. The Committee
identifies, evaluate business risks and opportunities. This Committee
has formulated and implemented a policy on risk management to ensure
that the company''s reporting system is reliable and that the company
complies with relevant laws and regulations. The Board of Directors of
your Company are of the opinion that, at present, there are no elements
of risks which may threaten the existence of the Company.
Your Company has a vigil mechanism named Whistle Blower Policy to deal
with instance of fraud and mismanagement, if any. The details of the
Whistle Blower Policy are explained in the Corporate Governance Report
and also posted on the website of the Company.
(h) Nomination & Remuneration Policy for Senior Management
The details relating to ratio of the remuneration of each director to
the median remuneration of the employees of the Company for the
financial year 2014-15 is given in ''Annexure F'' attached and forms
part of this Report.
The policy of your Company on director''s appointment and remuneration
of the directors, key managerial personnel and other employees
including criteria for determining qualifications, positive attributes,
independence of a director, is stated below:
TOTAL REWARDS PHILOSOPHY GODREJ INDUSTRIES LIMITED (the Company)
Our Total Rewards Framework aims at holistically utilising elements
such as fixed and variable compensation, long-term incentives, benefits
and perquisites and non-compensation elements (career development, work
life balance and recognition).
The rewards framework offers you the flexibility to customise different
elements, basis need. It is also integrated with our performance and
talent management processes and designed to ensure sharply
differentiated rewards for our best performers.
The total compensation for a given position is influenced by three
factors: position, performance and potential. As a broad principle, for
our high performers and potential employees, we strive to deliver total
compensation at the 90th percentile of the market.
The total compensation has three components:
1. ''Fixed Compensation'' comprises of basic salary and retirement
benefits, like provident fund and gratuity
2. ''Flexible Compensation'' is a fixed pre-determined component of
3. ''Variable Compensation (Performance Linked Variable
Remuneration)'' rewards one for delivering superior business results
and individual performance. It is designed to provide a significant
upside earning potential without cap for over achieving business
results. It has a ''Collective'' component, which is linked to the
achievement of specified business results, measured by Economic Value
Added or other related metrics, relative to the target set for a given
financial year and an ''Individual'' component, based on the
performance, as measured by the performance management process.
Long Term Incentives (Employee Stock Grant Scheme)
This scheme aims at driving a culture of ownership and focus on
long-term results. It is applicable to senior managers. Under this
scheme, performance based stock grants are awarded on the basis of
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the
financial year to which the financial statement relates and the date of
There are no qualifications, reservations or adverse remarks in the
Auditors Report and the Secretarial Audit Report for the financial year
(j) Share Capital
During the year under review your company allotted 2,67,757 equity
shares of Re.1 each pursuant to the scheme of amalgamation of Wadala
Commodities Limited with Godrej Industries Limited and 1,58,957 equity
shares of Re.1 each upon exercise of stock option under Company''s
Employee Stock Grants Scheme. Consequently, the paid up share capital
of your Company has increased from Rs. 33,54,55,260/- divided into
33,54,55,260 equity shares of Re.1 each to Rs. 33,58,81,974 divided
into 33,58,81,974 equity shares of Re.1 each.
(k) Significant Court Order received
During the year under review the Hon''ble High Court of judicature at
Bombay had, on September 5, 2014, passed an order approving the scheme
of amalgamation of Wadala Commodities Limited with Godrej Industries
The consolidated financial statements of the Company forms a part of
this Annual Report. Accordingly, this Annual Report of your Company
does not contain the financial statements of its subsidiaries. The
Audited Annual Accounts and related information of the Company''s
subsidiaries will be made available upon request. These documents will
also be available for inspection during business hours at the
Company''s registered office in Mumbai, India. The subsidiary
companies'' documents will also be available for inspection at the
respective registered offices of the subsidiary companies during
Your Directors thank the Union Government, the Governments of
Maharashtra and Gujarat as also all the Government agencies, banks,
financial institutions, shareholders, customers, employees, fixed
deposit holders, vendors and other business associates, who, through
their continued support and co-operation, have helped as partners in
your Company''s progress.
For and on behalf of the Board of Directors
A. B. Godrej
Chairman Mumbai, May 27, 2015.