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Godrej Industries Directors Report, Godrej Ind Reports by Directors
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Godrej Industries
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Download Annual Report PDF Format 2013 | 2011
Directors Report Year End : Mar '14    « Mar 13
To the Shareholders,
 
 The Directors have pleasure in submitting the Annual Report along with
 the Audited Accounts for the year ended March 31, 2014.
 
 Review of Operations
 
 Your Company''s performance during the year as compared with that during
 the previous year is summarized below.
 
                                  (Rs.Crore)               (Rs.Crore>
                           Year Ended March 31       Year Ended March 31
                                    2014                      2013
 
 Revenue from Operations          1,453.55                  1,464.83
 
 Other Income                       144.98                    108.44
 
 Total Income                     1,596.53                  1,573.07
 
 Total Expenditure other than 
 Finance Costs and                1,354.20                  1,357.97
 Depreciation and Amortisation
 
 Profit before Finance Costs, 
 Depreciation and                   244,33                    105.10
 Amortisation and Tax
 
 Depreciation and Amortisation 
 Expenses                            24,61                     23.12
 
 Profit before Finance Costs and Tax219.72                    161.96
 
 Finance Costs (net)                 94.34                     64.62
 
 Profit before Tax                  154.33                     97.16
 
 Provision for Current Tax            0.09                      1.79
 
 Provision for Deferred Tax           5.10                    (1.37)
 
 Net Profit                         119.69                     96.74
 
 Surplus brought forward            462.06                    403.86
 
 Profit after Tax avaiIable for 
 appnopriation                      601.75                    500.42
 
 Appropriation
 
 Your Directors recommend appropriation as under:
 
 Dividend on Equity Shares           56.70                     58.89
 
 Tax on distributed profits           9.93                      9.52
 
 Proposed Dividend for on additional 
 shares                               0.01                      2.98
 issued during the year
 
 Credit for Dividend Distribution 
 Tax on Dividend Received            (5.79)                    (1.85)
 from Subsidiaries
 
 Transfer to General Reserve         11.97                     29.02
 
 Surplus Carried Forward            526.33                    432.08
 
 Total Appropriation                601.75                    580.42
 
 Dividend
 
 The Board of Directors of your Company recommends a final dividend of Rs.
 1.75 per equity share of Rs. 1/- each, aggregating Rs. 58.70 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
 performance
 
 - Segment wise performance
 
 - Human Resources and Industrial Relations
 
 - Opportunities and Threats
 
 - Internal Control Systems and their adequacy
 
 - Risks and Concerns
 
 - Outlook
 
 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
 associate companies.
 
 Godrej Agrovet Limited (GAVL)
 
 GAVL continued on its growth path during the year under review. GAVL''s
 consolidated total revenue and net profit increased by 16% and 80%
 respectively, over last year.
 
 The Animal Feed business recorded a growth of 10% in revenues and 19%
 in profitability.  The strong performance in sales revenue and
 profitability was on account of increased volumes, innovative products
 backed by R&D efforts and efficiency in buying. This division of GAVL
 undertook Brand Consolidation with few strong brands having national
 presence. This division of GAVL arranged Calf competitions during the
 fiscal to support Heifer feed sales.
 
 GAVL was the first company to organize such an event which created an
 impact at village level.
 
 GAVL''s Vegetable Oil operations registered a growth of 31% in revenues
 and 23% in profitability despite adverse impact of new formula for
 pricing of Fresh Fruit Bunches (FFB) on account of healthy growth in
 arrivals of FFBs, control over fixed costs and high Crude Palm Oil
 prices. This division of GAVL has completed the construction of oil
 mill in Mizoram and commercial production has started in April 2014.
 
 The Agri inputs division of GAVL reported a growth of 38% in revenues
 and 34% in
 
 profitability over the previous year on account of healthy margins in
 plant growth promoters and herbicides.  During the year, the Company
 launched new products, viz.,Impool a herbicide and variants of
 Zymegold, a micronutrient, which are innovative products.
 
 GAVL continues to be the holding company of Godrej Seeds & Genetics
 Limited (GSGL). GSGL recorded a sales of Rs. 36 crore during the year
 under review. GAVL is also the holding company of Godvet Agrochem
 Limited (GAL), which was incorporated on January 22, 2014 and entire
 paid-up equity share capital of GAL is held by GAVL.  Goldmuhor
 Agrochem & Feeds Limited and Golden Feed Products Limited have merged
 with GAVL.
 
 GAVL continues to have joint venture arrangement with ACI Godrej
 Agrovet Private Limited, Bangladesh (ACI Godrej) and Godrej Tyson Foods
 Limited (GTFL). ACI Godrej achieved a turnaround despite volatile
 external environment on account of political uncertainty through
 premium pricing and innovative logistics solutions. GTFL also achieved
 a complete turnaround and registered a growth of 23% in total income
 and 195% in profit before tax over previous year on account of lower
 feed costs and control over fixed costs.
 
 Godrej Properties Limited (GPL)
 
 GPL is the real estate development arm of the Godrej Group, with a
 pan-India presence.  Despite the current uncertainties and challenges
 in the real estate environment, GPL has successfully demonstrated
 strong value addition to its development portfolio. GPL posted a total
 income of Rs. 1254 crore during the financial year ended March 31, 2014.
 
 During the said year, GPL added 8 new projects with a saleable area of
 13.42 million sq. ft. to its portfolio. The new projects signed are
 located in Mumbai, the National Capital Region, Pune, Bengaluru and
 Chennai. The projects added are of substantial size and are in line
 with GPL''s long term strategy of focusing on value accretive and risk
 efficient models. While real estate supply continues to outpace growth
 in demand across most cities in the country, GPL achieved its highest
 ever quarterly sales in the fourth quarter of the fiscal year, driven
 by successful new launches in Mumbai and Bengaluru. The highlight of
 the year was the successful launch of in Mumbai, which registered
 bookings of over 200 apartments valued at over Rs. 400 crore on the day
 of its launch. Another milestone for GPL was the launch of Godrej
 United in Bengaluru.  This launch was achieved within 12 months of the
 Development Agreement being signed. This project also witnessed strong
 uptake in the market, registering bookings worth over Rs. 100 crore over
 the span of a few weeks.
 
 Despite the current challenges facing the Indian economy dampening
 commercial real estate sales across major cities in the country, GPL
 registered over 800,000 sq. ft. of bookings across three commercial
 projects in Mumbai and Kolkata.
 
 Delivering on its customer commitments, GPL handed over 624 apartments
 across 13 towers in Godrej Garden City, GPL''s first township project.
 The Global Indian International School at Godrej Garden City, Ahmedabad
 was also inaugurated in the fiscal year. This is the first school that
 GPL has built and marks an important milestone for the township.
 
 GPL continues to deliver on its vision of being the most trusted name
 in the real estate industry, and has been recognized as such, winning
 the ''Developer of the Year'' award at the Indian Realty Awards 2013 and
 the ''Ethical Brand for Real Estate'' award by CMO Asia.
 
 GPL also continues its focus to deliver on its commitments on the
 sustainability front, aiming for green building certifications for all
 ongoing and future projects. Godrej BKC is the first multi-occupant
 project in BKC to be awarded the LEED Platinum pre-certification. GPL
 also received the ''Sustainability Award'' from the CII for its
 contribution to green building mission at the GreenCo Summit 2013.
 
 Natures Basket Limited (NBL)
 
 NBL which operates in the gourmet food retail segment and is a wholly
 owned subsidiary of your Company has been increasing its foothold
 across cities. NBL is ''the'' retail destination for gourmet and fine
 food in India. NBL had extended its footprint from 27 stores in
 Financial Year 2012-13 to 33 stores by the end of Financial Year
 2013-14.
 
 NBL''s business grew by 36% and achieved a total income of Rs. 174 Crore.
 Greater focus on strengthening the gifting portfolio both in terms of
 dedicated presence in stores as well as creation of a distinctive and
 appealing gifting portfolio ensured that sales through gifting grew at
 a very healthy clip of 82% over last year.
 
 NBL introduced 2 distinct brands – l''exclusif and Healthy Alternatives
 to introduce its own range of indulgence and health products
 respectively.  About 150 SKUs introduced so far under these 2 labels
 have been well received by consumers and holds out great hope for FY
 14-15.
 
 The business was rewarded across retail platforms with wins at the Coca
 Cola Golden Spoon awards, India Retail Forum, Asia Retail Congress and
 several others as well.
 
 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 Income from Operations of Rs. 7,583
 crore and a Net Profit (after minority interest) of Rs. 760 crore for
 Financial Year 2013-14, compared to Rs. 6,400 crore and Rs. 796 crore
 respectively, for the previous year.
 
 While GCPL''s salience of international revenues increased to 47%, it
 also ensured strong growth momentum in its domestic business with a
 healthy 14% growth. GCPL''s focus has been to accelerate nnovation and
 back new products with strong marketing investments. In the past year,
 GCPL had several new launches in the domestic and international
 businesses. These launches, we believe, will further enhance GCPL''s
 competitiveness, improve the equity of its brands and drive increased
 penetration and consumption.
 
 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.
 Over a third of GCPL''s growth now comes from new products and
 renovations, having invigorated its product portfolio with 12 launches
 and relaunches in India alone, in just over 18 months. 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
 survey 2014; its tenth consecutive year on the list.
 
 GCPL''s expanding footprint is driven by a focussed 3x3 strategy - a
 presence in three business categories (personal wash, hair care and
 home care) in three geographies (Asia, Africa and Latin America) - to
 become an emerging markets FMCG leader. GCPL has made good progress in
 the next phase of the ntegration of its Darling businesses, thus taking
 its presence in Africa to the next stage. It is now strengthening and
 building processes and talent infrastructure for sustainable growth.
 The UK business continues to outperform, while the Indonesia and Latin
 America businesses have also performed well, despite market challenges.
 
 Other Subsidiaries
 
 Godrej International Limited (GINL), a wholly owned subsidiary of your
 Company, trades in vegetable oils worldwide. GINL continued its strong
 operating profit growth with a rise in turnover by 15% to US $ 282
 million. Palm oil prices did not fall as expected and were supported by
 greater use of palm in the manufacture of bio diesel.
 
 Godrej International Trading & Investments Pte. Limited (GITI), a
 wholly owned subsidiary of your Company, incorporated in the Republic
 of Singapore, also continued to trade profitably. It has not been
 possible to expand its turnover and activity in the past year. The long
 term aim remains to consolidate all our vegetable oil trading activity
 in this geographic region.
 
 Ensemble Holdings and Finance Limited (EHFL), a wholly owned subsidiary
 of your Company, is a Non-Banking Finance Company. The Gross Income of
 EHFL for the Financial Year ended March 31, 2014 was Rs. 0.99 crore as
 against that of Rs. 3.35 crore last year. The Net Profit of EHFL during
 the Financial Year ended March 31, 2014 was Rs. 0.82 crore as against
 that of Rs. 0.27 crore last year.
 
 Amalgamation
 
 During the year under review, Swadeshi Detergents Limited (SDL) a
 wholly owned subsidiary of your Company, had been amalgamated with your
 Company in terms of the Scheme of Amalgamation sanctioned by the
 Hon''ble Bombay High Court vide its order dated August 16, 2013. The
 appointed date of the Scheme was April 1, 2013 and the effective date
 of the Scheme was September 6, 2013 i.e. the date on which your Company
 and SDL had filed a certified copy of the said High Court order with
 the Registrar of Companies, Maharashtra.
 
 During the year under review, the Board of Directors of your Company
 had on February 7, 2014 approved the proposal of scheme of amalgamation
 of Wadala Commodities Limited (WCL) with your Company. BSE Limited and
 National Stock Exchange of India Limited had conveyed their ''No
 objection'' for the said scheme of amalgamation. Your Company had
 approached the Hon''ble High Court of judicature at Bombay and the High
 Court had directed to seek the approval of the equity shareholders for
 the scheme of amalgamation. Accordingly, a court convened meeting of
 the equity shareholders of your Company has been called on June 13,
 2014. Also pursuant to the terms of para 5.16 of Circular Number
 CIR/CFD/DIL/5/2013 dated February 4, 2013 issued by Securities and
 Exchange Board of India (SEBI) read with para 7 of Circular Number
 CIR/CFD/ DIL/8/2013 dated May 21, 2013 issued by SEBI (SEBI Circular)
 and Pursuant to Section 110 of the Companies Act, 2013 and applicable
 rules thereunder, your Company is seeking the approval of the equity
 shareholders for the scheme by way of Postal Ballot. The results of the
 said postal ballot will be declared by the Chairman of the Company on
 June 3, 2014.
 
 Financial Position
 
 The loan funds at the end of the year stand at Rs. 1,327 crore as
 compared to Rs. 926 crore for the previous year. The debt equity ratio is
 0.82 as compared to 0.56 last year. Your Company continues to hold the
 topmost rating of [ICRA]A1  from ICRA for its commercial paper program
 (Rs. 600 crore) (enhanced from Rs. 410 crore). ICRA has reaffirmed an
 [ICRA]A1  rating for its short term debt instruments/other banking
 facilities (Rs. 900 crore) (enhanced from Rs. 850 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, working capital and
 other banking facilities (Rs. 940 crore) (enhanced from Rs. 640 crore).
 This rating represents high-credit quality carrying low-credit risk.
 ICRA has also assigned a rating of MAA  with stable outlook for our
 likely Public Deposit scheme (under the Companies Act, 2013) for Rs. 100
 crore. 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 risk.
 
 Manufacturing Facilities
 
 The chemicals division of your Company has manufacturing units at
 Ambernath and Valia.
 
 The manufacturing operations of your Company at Vikhroli were
 discontinued with effect from February 28, 2014. Your Company has set
 up a state of the art new manufacturing facility at Ambernath,
 Maharashtra and the production has commenced. This factory has the
 facility to manufacture Surfactants, Fatty Acids (including specialty
 grades) and Refined Glycerin.
 
 The Valia factory is ISO-9001:2008 and ISO 14001:2004 certified. It has
 also got OHSAS18001:2007 certificate of Bureau Veritas and ISO
 27001:2005 certificate of British Standard Institution. The Valia
 factory won the CII Environmental Best Practices Award 2013 for
 Innovation for the Effluent Treatment Plant sludge reduction project.
 
 The Vegoils Division (Wadala) continues 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 the R&D activities have resulted in the
 launch of two new products, each of them being high value derivatives
 of fatty alcohols, having specialty applications in personal care
 products and textile auxiliaries. Innovations in existing processes and
 the endeavor to develop new processes and technologies will be an
 ongoing activity. So too, will be our efforts to manufacture premium
 quality fatty acids and fatty alcohols from alternate raw materials.
 Your Company will also continue to focus its attention on high value
 fractionated fatty acids and fatty alcohols for the polymer, oilfield,
 lubricant and paper industries. Parallel to all the above oleo
 chemicals projects, R&D continues its efforts in developing improved
 and customized specialty surfactants, focusing on the home, oral and
 personal care markets, thus delivering customer delight.
 
 Human Resource Development and Industrial Relations
 
 Your Company has been ranked 4th in Manufacturing & Production
 industry, and 57th in overall India''s Companies To Work For 2013, in a
 survey conducted by Great Place To Work® Institute.
 
 Industrial Relations at all plant locations remained harmonious. Your
 Company''s one of the oldest manufacturing unit based at Vikhroli has
 been smoothly relocated to Ambernath. The transition has happened
 swiftly and the cutting edge technology at Ambernath will soon start
 reaping benefits.  At Valia manufacturing unit, your Company has
 entered into a Long Term Wage settlement with workers'' union.
 
 Your Company emphasises on the safety of people working in its
 premises. Structured safety meetings were held and safety programmes
 were organized for them throughout the year. These efforts were
 recognized by an award for ''Meritorious Performance in Industrial
 Safety'' at the Maharashtra Safety Awards won by Vikhroli Factory given
 away by ''National Safety Council – Maharashtra Chapter''.
 
 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.
 Your Company had voluntarily published its first Sustainability Report
 last year. This year too your Company is publishing the Business
 Responsibility Report.
 
 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.
 
 Information Systems
 
 Your Company has initiated implementation of new age Business
 Intelligence (BI) software for generation of reports, queries and
 executive dashboards. We have completely revamped our existing customer
 relationship portal to provide refreshing experience to our customers
 by providing online access of order status, dispatch details, financial
 history and analytical trend graphs. Customers can also access the
 information on the move by our new Mobile application.
 
 Your Company is aggressively looking for new age technology solutions
 like Cloud Computing, Mobility Solutions & Business Analytics to
 leverage technology for smooth and efficient business operations. We
 integrated our new production facility at Ambernath with existing
 systems and processes.
 
 Your Company is using technology for various business activities
 including HR processes. 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
 (ESOP)
 
 On May 28, 2013 and August 10, 2013, the Compensation Committee
 approved a total of 1,73,560 stock grants equivalent to 1,73,560 equity
 shares of the Company to eligible employees in terms of the ESGS Scheme
 2011. The exercise price is Rs. 1/- per equity share. As on March 31,
 2014 and in terms of the ESGS Scheme, 2011, a total of 2,89,343 grants
 were vested, exercised and allotted.
 
 During the financial year 2013-14, no ESOP''s were granted. In the
 current year, in accordance with the opinion issued by the Expert
 Advisory Committee (EAC) of the ICAI in 2014 on Consolidation of ESOP
 Trust in the standalone financial statements, the Company has included
 the financial statements of the ESOP trust for preparation of the
 standalone financial statements. Consequently, the assets and
 liabilities of the Trust have been included in the financial statements
 of the Company and investments in the equity shares of the Company held
 by the Trust has been reduced from the share capital and reserves &
 surplus.
 
 Disclosure in compliance with 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.
 
 Public Deposits
 
 Your Company stopped 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, 2014, deposits aggregating
 to Rs. 15 crore have been mobilised and deposits aggregating to Rs. 37
 crore have been repaid on maturity. The Company has no overdue deposits
 other than unclaimed deposits.
 
 Depository System
 
 Your Company''s equity shares are available for dematerialization
 through National Securities Depository Limited and Central Depository
 Services (India) Limited. As of March 31, 2014, 99.78% of the equity
 shares of your Company were held in demat form.
 
 Directors
 
 Mr. J. N. Godrej and Ms. T. A. Dubash, both Director, retire by
 rotation at the Annual General Meeting and being eligible offer
 themselves for re-appointment. The Board of Directors recommend their
 re-appointment.
 
 The Company had appointed Mr. S. A. Ahmadullah, Mr. A. B. Choudhury,
 Mr. K. K. Dastur, Mr. K. M. Elavia, Dr. N. D. Forbes and Mr. K. N.
 Petigara as Non-Executive Directors, liable to retire by rotation. They
 are also the Independent Directors pursuant to the provisions of Clause
 49 of the Listing Agreements entered into with Stock Exchanges.
 
 As per section 149 of the Companies Act, 2013 (Act), which came into
 effect from April 1, 2014, every listed public company is required to
 have at least one-third of the total number of directors as Independent
 Directors. These Independent Directors are not liable to retire by
 rotation.  Accordingly, it is proposed to appoint Mr. S. A. Ahmadullah,
 Mr. A. B. Choudhury, Mr. K. K. Dastur, Mr. K. M. Elavia, Dr. N. D.
 Forbes and Mr. K. N. Petigara as Independent Directors, in accordance
 with the provisions of section 149 of the Act, to hold office as per
 their tenure of appointment mentioned in the Notice of the Annual
 General Meeting of the Company.
 
 Auditors
 
 You are requested to appoint Auditors and to authorise the Board to fix
 their remuneration. The retiring auditors 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 prescribed limits.
 
 Audit Committee
 
 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, 2014. 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.
 
 Directors'' Responsibility Statement
 
 Pursuant to the provisions contained in Section 217(2AA) of the
 Companies Act, 1956, the Directors of your Company confirm:
 
 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 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
 basis.
 
 The Directors of your Company further confirm that proper systems are
 in place to ensure compliance of all laws applicable to the Company.
 
 Corporate Governance
 
 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.
 
 Additional Information
 
 Annexure D to this Report gives 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.
 
 In the context of a globalizing Indian economy, increased number of
 subsidiaries and the introduction of accounting standards on
 consolidated financial statements, the Ministry of Corporate Affairs
 vide its general circular no.2/2011 dated February 8, 2011 has granted
 a general exemption from publishing the accounts of subsidiaries
 provided certain conditions are fulfilled. In line with the above
 circular and as per the Accounting Standard 21 (AS 21) issued by the
 Institute of Chartered Accountants of India, 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 business hours.
 
 The Ministry of Corporate Affairs (MCA) has vide its Circular No.8/2014
 dated April 4, 2014 has clarified that the financial statements (and
 documents required to be attached thereto), auditors report and Board''s
 report in respect of financial years that commenced earlier than April
 1, 2014 shall be governed by the relevant provisions/schedules/rules of
 the Companies Act, 1956.
 
 Information as per Section 217(2A) of the Companies Act, 1956, read
 with the Companies (Disclosure of Particulars in the Report of the
 Board of Directors) Rules, 1988 forms a part of the Directors'' Report.
 As per the 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 employees under
 section 217(2A) of the Companies Act, 1956. Any shareholder interested
 in obtaining a copy of the same may write to the Company Secretary at
 the registered office of the Company.
 
 Acknowledgement
 
 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 28, 2014.
 
 
 
 
Source : Dion Global Solutions Limited
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