The Directors have pleasure in submitting the Annual Report along with
 the Audited Accounts for the year ended March 31, 2011.
 
 Review Of Operations
 
 Your Companys performance during the year as compared with that during
 the previous year is summarized below.
 
                                                           Rs. Crore
                                                Year ended March 31,
                                                    2011        2010
 
 Sales of products and services                 1,058.83      816.37
 
 Other Income                                     195.71      175.33
 
 Total Income                                   1,254.54      991.70
 
 Total Expenditure other than 
 Interest and Depreciation                      1,026.56      823.07
 
 Profit before Interest, Depreciation and Tax     227.98      168.63
 
 Depreciation                                      28.85       28.39
 
 Profit before Interest and Tax                   199.13      140.24
 
 Interest and Financial Charges (net)              63.12       60.25
 
 Profit before Tax                                136.01       79.99
 
 Provision for Current Tax                        (1.36)      (0.13)
 
 Provision for Deferred Tax                         3.94      (0.80)
 
 Net Profit                                       133.43       80.92
 
 Surplus brought forward                          311.46      294.18
 
 Profit after Tax available for 
 appropriation                                    444.89      375.10
 
 Appropriation
 
 Your Directors recommend appropriation 
 as under:
 
 Dividend on Equity Shares                         55.58       47.64
 
 Tax on distributed profits                         9.02        7.91
 
 Transfer to General Reserve                       13.34        8.09
 
 Surplus Carried Forward                          366.95      311.46
 
 Total Appropriation                              444.89      375.10
 
 The Total Income increased by Rs. 262.84 crore from Rs. 991.70 crore to
 Rs. 1254.54 crore, a growth of 27%.  The Net Profit for the year was
 Rs. 133.43 crore as compared to Rs. 80.92 crore in the previous year, a
 growth of 65%.
 
 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. 55.58 crore
 (previous year Rs. 1.50 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
 
 - Segmentwise performance
 
 - Human Resources and Industrial Relations
 
 - Opportunities and Threats
 
 - Internal Control Systems and their adequacy
 
 - Risks and Concerns
 
 - Outlook
 
 Subsidiary, Associate And Joint Venture Companies
 
 Your Company has interests in several industries including animal
 feeds, agri-inputs, oil palm plantation and poultry, property
 development, personal and home care, beverages and confectionery, etc.
 through its subsidiary / associate / joint venture companies.
 
 Godrej Agrovet Limited (GAVL)
 
 Fiscal year 2011 has been an excellent year for GAVL. Consolidated
 Turnover increased to Rs. 1,897.47 crore, a 20% jump over the previous
 year and the Consolidated Profit after tax but before extra ordinary
 income increased from Rs. 32.58 crore to Rs. 59.57 crore, an increase
 of 83%.
 
 The core businesses of Animal Feeds and Agri Inputs have had a very
 good year. The Animal Feeds business broke out of flat tonnages and
 registered a volume growth of over 10%. Several initiatives undertaken
 over the last few years – separating the poultry and cattle feed sales
 forces, building a strong marketing team, implementing SAP and
 investing in R&D – have begun to deliver substantial results and
 contributed to improving business performance.  In fact, GAVL won an
 award for Customer Excellence from SAP for the excellent SAP
 implementation at GAVL.
 
 GAVL also completed acquisition of the 51% stake in their Aqua Feed
 joint-venture, Godrej Gold Coin Aquafeed Limited, this year, and has
 since been merged with GAVL.
 
 The Animal Feed business recorded a strong growth of 12% in volumes and
 13% in revenue.  Profitability too grew significantly by 63%, due to
 measures undertaken for margin expansion.  GAVL also launched Summer
 Kool, a heat stress preventive cattle feed additive and Super Star,
 a high performance broiler feed. Both these products were well accepted
 and received overwhelming response from the market.
 
 The Agricultural Inputs business had a very good year and grew by 20%
 in revenue and 40% in profit. Hitweed, our herbicide for broad leaf
 crops was a great success, with volumes growing from 21 KL in 2009-10
 to 71 KL this year.
 
 The Oil Palm business has attained a major milestone by crossing one
 lac MT of Fresh Fruit Bunches crushed during the year. During the year
 about 4,000 ha. were covered under Oil Palm Plantation taking the total
 to about 38,000 ha. Improvement in operational efficiencies and
 additional arrivals from newly emerging areas helped the business to
 post improved results during the year. Turnover increased to Rs. 115
 crore, a jump of 80% over the previous year. Operating profit increased
 from Rs. 8 crore to Rs. 21 crore. During the year, the business
 successfully completed a capital expenditure programme including
 acquiring of Land at Chintampalli, Andhra Pradesh, for a new Palm Oil
 Mill and augmentation of capacity of existing Mill from 30 TPH to 40
 TPH. The Union budget has allocated Rs. 300 crore towards the
 development of Oil Palm sector which is expected to boost performance
 of the business going forward.
 
 Revenues from Poultry increased by 40% in FY 2010-11 as compared to the
 previous year.
 
 Godrej Properties Limited (GPL)
 
 GPL continues to take substantial strides towards its ambition of
 becoming a leading national real estate developer. GPL reported
 excellent financial and operational performance for fiscal year 2011.
 Consolidated total income increased by 43% over the previous year to
 Rs. 558.9 crore and net profit increased by 7% to Rs. 130.9 crore.
 
 This business has unprecedented growth opportunities ahead with the
 scale rapidly increasing. The organization is also becoming more
 complex as it develops a pan India footprint.
 
 GPL registered notable volumes this year, with successful launches in
 high growth cities and reported healthy construction progress across
 all existing projects, including Ahmedabad, Gurgaon, Kolkata, Bangalore
 and Mumbai.
 
 Bookings grew by 132% over the previous year to 3.2 million square
 feet. Godrej Garden City our township project in Ahmedabad, continued
 to receive a strong response with bookings of 1.6 million square feet.
 Godrej Frontier, our foray into the National Capital Region, registered
 bookings of 0.68 million square feet and Godrej Prakriti, our
 residential project in Kolkata, saw bookings of 0.63 million square
 feet in the year.
 
 In January 2011, the 35 acre, 2.8 million square feet mixed-use
 development, at Vikhroli, The Trees, was launched. GPL also entered
 into a joint development agreement with Bombay Footwear to develop 0.15
 million square feet of residential space in Chembur, Mumbai and formed
 a separate subsidiary to focus on redevelopment opportunities in
 Mumbai.
 
 Planet Godrej, Mumbai, was awarded the first Seven Star rating to any
 project by CRISIL and Godrej Eternia, Chandigarh received a Leadership
 in Energy and Environmental Design (LEED)-Platinum pre-certification.
 GPL also won the Construction World Award 2010 and was recognised as
 being among Indias top ten builders for the fifth consecutive year.
 GPL continues to focus on being an employer of choice and was ranked in
 the Top 100 in Indias Best Companies to Work For, a study conducted
 by the Economic Times.
 
 Godrej International Limited (GINL)
 
 Godrej International Limited is our subsidiary company, which trades
 worldwide in vegetable oils. In fiscal year 2011, GINL turnover
 increased by about 34% over the previous year to US$ 161.70 million and
 profits increased by about 46% to US$ 2.23 million.  This performance
 has been noteworthy, given that it comes at a time of difficult and
 volatile markets. The lagging impact of the economic crisis seems to be
 reversing and we expect GINL to continue to do well in the year ahead.
 
 Natures Basket Limited (NBL)
 
 Our foray into gourmet food retailing, Natures Basket, has been ramping
 up very well with a strong expansion in Mumbai and beyond. We currently
 have 14 stores and plan for 8 new stores in the coming year. The
 business is well positioned as the retail destination for gourmet and
 fine food and is an excellent rub off on the Godrej brand.
 
 The gross turnover of this business for the fiscal year 2011 was Rs.
 56 crore, a growth of 63% over the previous year. We intend to focus on
 growing this business and its profitability over the next few years.
 
 Godrej Hershey Limited (GHL)
 
 Godrej Hershey, our food and beverages business is a Joint Venture
 between The Hershey Company (USA) and the Godrej Group, with your
 Company holding a 43.4% stake. This JV operates in multiple categories
 such as confectionery, beverages, and grocery items.
 
 The Beverages portfolio consists of Jumpin (fruit drinks), Xs (juices
 and nectars) and Sofit (soya milk). Sofit is the market leader in the
 niche but fast growing soya milk market.
 
 During fiscal year 2011, beverages grew 10% over the previous year and
 chocolate syrup grew by 47%. Both beverage brands, Jumpin and Sofit
 were made stronger with a consumer relevant re-stage exercise.
 
 Nutrine Confectionery Company Limited (NCCL)
 
 Nutrine Confectionery Company Limited, a wholly owned subsidiary of
 GHL, is a major player in the sugar confectionery business in
 
 India. Its product portfolio includes strong brands like Maha Lacto,
 Maha Coffee Eclairs, Maha Choco, Nutrine Eclairs, Nutrine Lollipop,
 Aamras and Honeyfab.
 
 NCCL has maintained its position as a leading player in confectionary
 market and the new product launches this year have reinvigorated its
 portfolio. During the last year, NCCL re-staged its flagship brand,
 Maha Lacto and launched Maha Coffee Eclairs and Maha Lacto Hattrick.
 Maha Coffee Eclairs is a highly differentiated innovation, which gives
 the consumer a unique coffee and chocolate experience in an eclairs
 format. The big thrust has been investment in brand building and the
 core brands and innovations have been aggressively supported in mass
 media.
 
 The steep increase in input costs, primarily sugar, has put severe
 pressure on margins and NCCL has undertaken some major cost savings
 projects during the year, which have yielded benefits. NCCL is also
 aiming at addressing the issue of margins by launching differentiated
 product innovations that offer the consumer a marked jump in experience
 at higher price points.
 
 Godrej Consumer Products Limited (GCPL)
 
 GCPL had a good fiscal year 2011.  Consolidated Net Sales stood at Rs.
 3,643 crore, as against last years Sales of Rs. 2,041 crore and Profit
 After Tax increased by 51% from Rs. 340 crore last year to Rs.  515
 crore in the current year.
 
 This has also been a transformative year on many fronts. In June 2010,
 GCPL acquired the remaining 52% share in Godrej Sara Lee Limited and
 with the merger of the two businesses, GCPL is now the largest Indian
 Household and Personal Care company. We believe that this merger
 provides us a unique opportunity to significantly change the trajectory
 of our FMCG business as we leverage the complementary strengths of the
 two companies to create one GCPL.
 
 GCPL continued the evolution from an Indian FMCG company to a leading
 emerging markets
 
 FMCG company and has followed a very disciplined and focused
 globalization approach in line with its 3 by 3 strategy - presence in 3
 continents - Asia, Africa and Latin America through 3 core categories -
 home care, hair care and personal wash. Through its numerous
 acquisitions, GCPL now has operations in Indonesia, South Africa,
 Nigeria, Argentina, Uruguay, UK and the Middle East. Its products are
 now available in 55 countries around the globe and about one third of
 revenues in fiscal year 2011 came from international operations.
 
 GCPL is the leader in hair colour, home insecticides and liquid
 detergents and the number two player in soaps in the Indian market.
 GCPL is also the market leader in air fresheners and wet tissues in
 Indonesia, in hair colours in many countries in Africa and Latin
 America. GCPL is the number two player in home insecticides in
 Indonesia and hair extensions in South Africa.
 
 Financial Position
 
 The financial position of your Company continues to be sound. The loan
 funds at the end of the year stand at Rs. 554.22 crore as compared to
 Rs. 547.61 crore in the previous year. The debt equity ratio is 0.49 as
 compared to 0.52 last year. Your Company continues to hold the topmost
 rating of A1+ from ICRA for its commercial paper program (Rs. 160
 crore, enhanced from Rs. 140 crore). ICRA has reaffirmed an A1+ rating
 for the short term debt instruments/other banking facilities (Rs. 595
 crore). This rating of ICRA represents highest-credit quality carrying
 lowest-credit risk. ICRA also reaffirmed LAA rating for long-term debt,
 working capital and other banking facilities (Rs.  470 crore). This
 rating represents high-credit quality carrying low-credit risk.
 
 ICRA Online has assigned a rating of the Fundamental Grade 4+ and the
 valuation Grade B to the Equity Research rating program of your
 Company. The Fundamental Grade 4 assigned to your Company implies
 that the Company has strong fundamentals relative to other listed
 securities in India, while + indicates relatively stronger position
 within the grading category.  The Valuation grade B assigned implies
 that your Company is “moderately undervalued on a relative basis”.
 
 Manufacturing Facilities
 
 The chemicals division of your Company has manufacturing units at
 Vikhroli and Valia.
 
 Vikhroli: Vikhroli factory has successfully completed two surveillance
 audits of the Integrated Management System (ISO 9001 : 2008,
 Environment Management Systems – ISO 14001 : 2004, Occupational Health
 & Safety Assessment Series – OHSAS 18001 : 2007) conducted by Bureau
 Veritas.
 
 Valia: Valia factory, which is already certified for ISO-9001:2008 and
 ISO 14001:2004 standards, has also implemented OHSAS 18001:2007 and
 after Certification Audit by Bureau Veritas, it is now recommended for
 the certificate.
 
 New products C20-90%, C22-98% Fatty Alcohols and Emulsifying Wax were
 successfully produced on commercial scale, new spray dryer plant
 commissioned for the production of SLS powder and needles.
 
 The factory has implemented and is monitoring the GMP systems for the
 surfactant plant.
 
 Vegoils Division (Wadala): This division continues as a contract
 processor of edible oils and vanaspati. The division recorded a
 turnover of Rs. 2.86 crore as against Rs. 2.44 crore in the previous
 year.
 
 New manufacturing facilities at Ambernath
 
 Your Company has acquired 17 acres of Industrial land at Additional
 Ambernath MIDC. The project involves expansion (and relocation of some
 of the existing facilities from Vikhroli) at Additional Ambernath
 Industrial Area, Thane district with a modern plant with state of the
 art technology.
 
 The proposed manufacturing facilities at Ambernath will have suitable
 energy efficient technologies to reduce specific energy consumption.
 
 In continuation of the environment friendly initiatives, your Company
 has additionally acquired 4 acres of land for GREEN BELT development.
 
 Research And Development
 
 In the current year, we have incorporated a separate R&D Centre,
 catering exclusively to the Chemicals business. The GIL Research Centre
 will soon be a recognized In-House R&D Unit, post its approval from the
 DSIR.
 
 Activities have been initiated to develop new processes and modify
 existing processes for the manufacturing of premium quality fatty acids
 from economy grade raw materials. We will continue to focus our
 attention on high value fractionated fatty acids for the polymer,
 oilfield and lubricant industries. This year we have launched value
 added, upstream products, based on fatty alcohols, and continue to
 develop processes for high value derivatives of glycerine and fatty
 acids. Parallel to these activities, R&D has also taken up initiatives
 to develop and customize specialty surfactants specifically for the
 oral care and personal care markets, thus meeting customers specific
 needs.
 
 Human Resource Development and Industrial Relations
 
 Your Company was recognised among Indias Best 50 Companies to Work in
 a survey conducted by Great Place to Work Institute, India for
 inspiring trust among people, instilling pride in them and creating an
 environment within the workplace that promotes camaraderie.
 
 Your Company has always emphasized on quality and its employees are
 encouraged to get involved in the continuous process of improving
 quality through TQM and quality circles. Two quality circles from the
 Vikhroli Factory viz, Shilpakar Quality Circle and Navanirman Quality
 Circle were recognized as “Excellent Quality Circle” and “Distinguished
 Quality Circle” respectively by the Quality Circle Forum of India in
 the 24th National Convention on Quality Circles held in Visakhapatnam.
 
 Industrial relations at all plant locations remained harmonious. Your
 company entered into a 3-year wage agreement for Vikhroli Factory.
 Regular structured safety meetings were held with employees and safety
 programmes were conducted for them throughout the year.
 
 Sustainability Update
 
 There is a separate report on sustainability update as Annexure B to
 this Report.
 
 Information Systems
 
 Your Company had entered into a strategic alliance with Hewlett Packard
 (HP) for a comprehensive IT outsourcing and transformation project. The
 transition to HP services has been smooth and without any disruption to
 business operations. Application and Infrastructure maintenance
 services are improving on an ongoing basis. Several initiatives were
 taken on improvement of business processes for increasing business
 efficiency on the SAP and the CRM systems. These systems are now widely
 used across the organization as well as by customers.
 
 Employee Stock Option Plan (ESOP)
 
 During the financial year 2010-11, 10 employees of the Company were
 granted ESOPs based on their leadership responsibility and potential
 
 Date of Grant 
 of ESOP                  No. of ESOP              No. of Employees
 
 June 25, 2010              50,000                         4
 
 August 6, 2010             65,000                         6
 
 Total                    1,15,000                        10
 
 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.
 
 Employee Stock Grant Scheme 2011
 
 The Shareholders had vide resolution passed through postal ballot on
 January 17, 2011 approved Employee Stock Grant Scheme 2011. Under the
 said scheme, the Company, based on performance criteria, will offer and
 allot shares of the Company for the benefit of employees and directors
 of the Company and its Subsidiary Companies (except those who are
 promoters or belong to the promoter group), not exceeding 25,00,000
 (Twenty five lac only) shares on such terms and conditions as may be
 fixed or determined by the Board. The main objectives of the scheme are
 :
 
 - To recognize and reward the efforts of employees and their continued
 association with the Company;
 
 - To introduce an objective component of employee compensation, which
 would provide a direct linkage to the efforts of the employees with a
 measurable and widely accepted criterion i.e. the equity share price of
 the Company. This could act as a motivational tool for the employees of
 the Company;
 
 - To keep long association with the Company;
 
 - To have employee participation in equity shareholding of the Company;
 
 - To provide the employees an incentive to continue and strengthen
 their association with the Company so as to result in long term
 benefits to the Company as well as the employee – shareowner;
 
 - Bring long-term value to the equity shareholders;
 
 - Motivate employees to better the Companys performance continuously.
 
 On May 30, 2011, the Compensation Committee approved 3,61,797 stock
 grants equivalent to 3,61,797 equity shares of the Company to eligible
 employees in terms of the said Scheme.  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.
 
 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 defined 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 SEBI Regulations are given in
 Annexure D attached herewith and forms a part of this Report.
 
 Fixed Deposits
 
 Your Company continues to accept public deposits for 13, 24 and 36
 months tenor. The Fixed Deposits scheme has received an overwhelming
 response and the management of the company is thankful to all the
 investors for participating in the scheme and for the trust reposed in
 the company. During the year ended March 31, 2011, deposits aggregating
 to Rs. 57.38 crore have been mobilised and deposits aggregating to Rs.
 7.87 crore have been repaid on maturity. The Company has no overdue
 deposits other than unclaimed deposits.
 
 Depository System
 
 Your Companys equity shares are available for dematerialization
 through National Securities Depository Limited and Central Depository
 Services (India) Limited. As of March 31, 2011, 99.70 % of the equity
 shares of your Company were held in demat form.
 
 Directors
 
 During the year, Mr. V. F. Banaji and Mr. M. P. Pusalkar, Executive
 Directors, retired from the Company with effect from April 30, 2010 and
 ceased to be directors of the Company. Mr. V. N. Gogate, Independent
 Director, ceased to be a director with effect from July 27, 2010.
 
 In accordance with Article 127 of the Articles of Association of the
 Company, Mr. V. M. Crishna, Mr. K. N. Petigara, Mr. J. N. Godrej and
 Ms. T. A. Dubash retire by rotation at the ensuing Annual General
 Meeting and offer themselves for reappointment.
 
 Auditors
 
 You are requested to appoint Auditors for the current year 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 limits
 prescribed under Section 224(1B) of the Companies Act, 1956.
 
 Audit committee
 
 The Audit Committee, which was constituted pursuant to the provisions
 of Section 292A of the Companies Act, 1956 and the listing agreement,
 has reviewed the Accounts for the year ended March 31, 2011. The
 members of the Audit Committee are Mr. F.P. Sarkari (Chairman), Mr.
 S.A. Ahmadullah, Mr. K.N. Petigara and Mr. K.K. Dastur, 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
 Companys 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 E 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 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 along with its
 subsidiaries 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 Companys
 subsidiaries will be made available upon request. These documents will
 also be available for inspection during business hours at the Companys
 registered office in Mumbai, India. All these reports / documents are
 available on the Companys website, www.godrejinds.com. The subsidiary
 companies documents will also be available for inspection at the
 respective registered offices of the subsidiary companies during
 business hours.
 
 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 u/s
 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.
 
 The Notes to the Accounts referred to in the Auditors Report is
 self-explanatory. Details of related party transactions are presented
 in Schedule 20, Note No. 19 to Annual Accounts of the Annual Report. In
 respect of the qualifications in the Audit Report, we state as follows:
 
 Loans and Advances include Rs. 10.33 crore (Previous year Rs. 10.33
 crore) advanced by the Company to certain individuals against pledge by
 way of deposit of equity shares of Gharda Chemicals Ltd. The Company
 has enforced its security and lodged the shares for transfer in its
 name, however, the transfer application has been rejected by Gharda
 Chemicals Ltd. and the Company filed an appeal before the Company Law
 Board against the rejection. The investee company had in the meanwhile,
 moved the Bombay High Court and the Court remanded the matter back to
 CLB. The CLB has advised that the parties may approach the Bench after
 final disposal of the suit filed by the investee company and the
 application made by minority shareholders under section 397/398 before
 the Honble High Court. The Company has filed an appeal with the
 Honble High Court against the order of the Company Law Board under
 Section 10 F of the Companies Act 1956, which is pending for final
 disposal. The recoverability of the advance is contingent upon the
 transfer and/or disposal of the said shares. It is the opinion of the
 management that the underlying value of the said shares is
 substantially greater than the amount of the loan.
 
 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 Companys progress.
 
 For and on behalf of the Board of Directors
 
 Adi Godrej
 Chairman