Election 2014
Godrej Industries Directors Report, Godrej Ind Reports by Directors
Godrej Industries
BSE: 500164|NSE: GODREJIND|ISIN: INE233A01035|SECTOR: Personal Care
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Download Annual Report PDF Format 2013 | 2011
Directors Report Year End : Mar '13    Mar 12
To the Shareholders,
 The Directors have pleasure in submitting the Annual Report along with
 the Audited Accounts for the year ended March 31, 2013.
 Review of Operations
 Your Company''s performance during the year as compared with the
 previous year is summarised below.
                                            (Rs. Crore)     (Rs. Crore)
                                             Year Ended 
                                             March 31        Year Ended
                                                             March 31
 Particulars                                 2013            2012
 Sales and Operating Revenue                  1,464.63       1,438.04
 Other Income                                   108.44         125.09
 Total Income                                 1,573.07       1,563.13
 Total Expenditure other than Finance
 Costs and                                    1,387.97       1,264.36
 Depreciation and Amortisation
 Profit before Finance Costs, 
 Depreciation and                               185.10         298.77
 Amortisation and Tax
 Depreciation and Amortisation Expenses          23.12          27.19
 Profit before Finance Costs and Tax            161.98         271.58
 Finance Cost (net)                              64.82          70.53
 Profit before Tax                               97.16         201.05
 Provision for Current Tax                        1.79          (0.34)
 Provision for Deferred Tax                      (1.37)         (0.17)
 Net Profit                                      96.74         201.56
 Surplus brought forward                        483.68         366.95
 Profit after Tax available for appropriation   580.42         568.51
 Your Directors recommend appropriation 
 as under:
 Dividend on Equity Shares                       58.69          55.64
 Tax on distributed profits                       9.52           9.03 
 Dividend for 2011-12, on additional shares
 issued during the year                           2.98              -
 Credit for Dividend Distribution Tax 
 on Dividend                                     (1.85)             - 
 Received from Subsidiaries
 Transfer to General Reserve                     29.02          20.16
 Surplus Carried Forward                        482.06         483.68
 Total Appropriation                            580.42         568.51
 The Board of Directors of your Company recommends a final dividend of
 Rs. 1.75 per equity share of Rs. 1 each, aggregating to Rs. 58.69 crore
 (previous year Rs.1.75 per equity share).
 Raising of Funds Pursuant to Institutional Placement Programme
 During the financial year ended March 31, 2013, your Company issued and
 allotted 1,72,33,407 equity shares of Rs. 1 each at a premium of Rs.
 214 per equity share, aggregating to Rs.370.52 crore, to eligible
 qualified institutional buyers pursuant to an Institutional Placement
 Programme (IPP) in terms of Chapter VIII-A of the Securities and
 Exchange Board of India (Issue of Capital and Disclosure Requirements)
 Regulations, 2009, as amended. The public shareholding in your Company,
 has increased to 25% of its issued and paid up equity share capital
 pursuant to the IPP. The equity shares allotted pursuant to the IPP
 were admitted for listing and trading on BSE Limited and The National
 Stock Exchange of India Limited with effect from July 30, 2012. The net
 issue proceeds have been partially utilised for investment and balance
 unutilised amount has been temporarily invested in mutual funds schemes
 and fixed deposit with banks.
 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
 - Segmentwise 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 /
 associate / joint venture companies.
 Godrej Agrovet Limited (GAVL)
 GAVL continued on its growth path during the year under review.
 GAVL''s consolidated revenue and profits increased by 26% and 22%
 respectively, over last year.
 The Animal Feed business recorded a growth of 33% in revenues and 30%
 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
 commissioned new plants at Erode (Tamil Nadu), Khanna (Punjab) and
 Kharagpur (West Bengal). This division also introduced two new Cattle
 Feed products, viz., Bovino Calf Grower and Bovino Heifer Feed.
 GAVL''s Vegetable Oil operations registered a creditable growth in the
 Fresh Fruit Bunches arrival of 19% over F.Y. 2011-12.  Sales during the
 year under review recorded a growth of 23% over the previous year.
 This division of GAVL established a new plant at Chintampalli, Andhra
 The Agri inputs division of GAVL reported a sales growth of 17% despite
 adverse environmental conditions in the form of a highly erratic and
 deficient monsoon.  GAVL has been able to penetrate into new markets
 and crops with the help of innovative products i.e. ''Double'', a new
 generation Plant Growth Regulator and additional variants of
 ''Zymegold'', a micronutrient.
 GAVL continues to be the holding company of Golden Feed Products
 Limited and Godrej Seeds & Genetics Limited (GSGL). GSGL recorded a
 sales of Rs. 19 crore during the year under review. During the year
 under review, GAVL acquired 100% stake in Goldmuhor Agrochem & Feeds
 Limited. GAVL continues to have joint venture arrangement in ACI Godrej
 Agrovet Private Limited (Bangladesh) and Godrej Tyson Foods Limited.
 During the year under review, V-Sciences Investments Pte. Limited, a
 Temasek Group company, acquired 19.99% stake in GAVL.
 Godrej Properties Limited (GPL)
 GPL is the real estate development arm of the Godrej Group, with a
 pan-India presence and an asset light business model.  In spite of the
 current uncertainties and challenges in the real estate environment,
 GPL successfully demonstrated strong value addition to its development
 portfolio.  During the financial year ended March 31, 2013, GPL signed
 8 new projects totalling approximately 13 million sq. ft. of saleable
 area. GPL successfully created a residential co-investment platform
 along with an investment consortium headed by the APG Asset Management,
 a Dutch Pension Fund Management Company, with a total corpus of over
 Rs.1,000 crore. This fund will enable GPL to source value accretive
 deals with large capital requirements. GPL will receive development
 management fees for all projects undertaken under the fund plus a share
 of equity profits from the projects.  GPL continued to make significant
 progress in the Mumbai re-development space by signing five new
 re-development projects in Mumbai.
 GPL launched 13 new projects and phases across the country. While
 volumes for the real estate sector have declined for the second
 consecutive year, GPL has delivered 58% growth in booking volume and
 78% growth in booking value driven by successful new launches in
 Gurgaon, Bangalore, Kolkata, Pune, Ahmedabad and Mumbai. The highlight
 of the year was the successful launch of Godrej Summit in Gurgaon where
 GPL sold 695 apartments aggregating to 1 million sq. ft. of saleable
 area in 1 day. During the year under review, GPL sold approx. 4.1
 million sq. ft. of area with a total booking value of approx.  Rs.2761
 crore, spread across all its locations.  Another milestone GPL achieved
 during the year was the handover of 535 apartments in Phase I of Godrej
 Prakriti in Kolkata within the time period committed to the customers.
 GPL continues to be at the forefront of sustainable development. 74% of
 GPL''s inventory launched in the last financial year was
 registered/pre-certified as green by the Indian Green Building Council;
 up from 67% in FY 12 and 26% in FY 11. Key achievements in this area
 include numerous sustainable design certifications received during the
 year. These include Gold Pre- certifications for Godrej Horizon in
 Pune, Serenity in Mumbai and Gold County in Bangalore, all under the
 IGBC Green Homes rating system v. 1.0. Godrej Central in Mumbai, which
 is yet to be launched, has been awarded Silver Pre-certification under
 the IGBC Green Homes rating system v 2.0.  Under Green operations, GPL
 is working on reducing energy, water consumption and waste generated at
 its administrative offices in accordance with the Group wide Good &
 Green Initiative.
 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 scaled up its business by adding 8 new stores this
 fiscal year to take up the count to 27 stores, all located at premium
 residential areas, across 6 key metros - Mumbai, Delhi, NCR, Pune,
 Hyderabad and Bengaluru.
 NBL''s business growth continued to outpace other food and grocery
 retailers and it was recognized as the finest retailer in multiple
 forums. NBL''s gross turnover for the fiscal year 2013 was Rs. 136
 crore, with a growth of 55% over the previous year. More than 2,500 new
 products were introduced in the year to take up the contribution from
 new products to 9%. Sales throughput continues to be one of the highest
 within the food and grocery industry.
 NBL introduced new sections such as healthy alternatives, gifting and
 premium chocolates. NBL won the Coca Cola Golden Spoon Award for the
 Most Admired Specialty Retailer of the Year for the third successive
 year and also bagged the award for the Most Admired National
 Supermarket Chain of the year at the prestigious Food and Grocery
 Forum. NBL also won awards across multiple forums like Asia Retail
 congress, IMAGES Retail Forum, CMO Asia etc.
 Godrej Consumer Products Limited (GCPL)
 GCPL, an associate of your Company had a good year, inspite of tough
 market conditions and is well underway towards becoming an emerging
 markets FMCG company. On a consolidated basis, GCPL reported Income
 from operations of Rs.6,407 crore and Net Profit (after minority
 interest) of Rs. 796 crore as against Rs.4,866 crore of Income from
 Operations and Net Profit (after minority interest) of Rs.727 crore for
 the previous year.
 While GCPL''s salience of international revenues increased to 44%, it
 also ensured strong growth momentum in its domestic business with a
 healthy 20% organic growth. GCPL focus has been to accelerate
 innovation 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.
 GCPL has gained both volume and value share and grown well ahead of the
 market in its domestic business. The performance in household
 insecticides and soaps in particular has been excellent and well ahead
 of the category. In hair colors, while the Company faced some
 challenges, the Company turned the corner with growth in the last
 quarter far ahead of category growth. GCPL continues to realize synergy
 benefits from the merger with the erstwhile Godrej Sara Lee Limited and
 is rapidly expanding and deepening its distribution.  GCPL is also
 investing significantly in a future ready sales system and making its
 supply chain more agile.
 On the international front, growth in GCPL''s Indonesian business has
 been very strong and it remains very optimistic about the long-term
 prospects of the business.  The potential of its Africa business is
 also tremendous and the integration of Darling acquisition is on track.
 In its Latin America business, while top line growth has been strong,
 there were some near term margin pressures given the economic
 environment.  GCPL''s UK business has grown ahead of a generally weak
 market environment.
 Other Subsidiaries and Joint Venture
 Godrej International Limited (GINL), a wholly owned subsidiary of your
 Company trades in vegetable oils worldwide. GINL turnover increased by
 19% to US$ 245 million.
 Godrej International Trading & Investments Limited (GITI), a wholly
 owned subsidiary of your Company, was incorporated in Singapore for the
 purpose of trading in vegetable oils. GITI increased turnover and
 profits in its second full year of trading. During the year under
 review, the turnover was US$ 14 million and after-tax profit was US$
 0.12 million. GITI is already a recognised and well established player
 in the vegetable oils market in Asia.
 Ensemble Holdings & 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, 2013 was Rs.3.35 crore as
 against that of Rs. 1.29 crore last year. The net profit of EHFL during
 the financial year ended March 31, 2013 was Rs. 2.71 crore as against
 that of Rs.1.08 crore last year.
 Swadeshi Detergents Limited (SDL), an associate of your company became
 a wholly owned subsidiary of your Company during the year. Your Company
 has filed a Company Petition with the High Court, Bombay for
 amalgamation of SDL into your Company.
 Godrej Hershey Limited (GHL) and its subsidiary Nutrine Confectionery
 Company Limited (NCCL) are no longer a joint venture. During the year
 under review, your Company divested its entire 43.37% stake in GHL to
 the Hershey Group and thus GHL and NCCL ceased to be a part of the
 Godrej Group.
 Financial Position
 The financial position of your company continues to be sound. The loan
 funds at the end of the year stand at Rs.926.21 crore as compared to
 Rs.506.72 crore for previous year. The debt equity ratio is 0.56 as
 compared to 0.40 last year. Your Company continues to hold the topmost
 rating of A1   from ICRA for its commercial paper program of Rs.410
 crore (enhanced from Rs.260 crore). ICRA has reaffirmed an A1  rating
 for its short term debt instruments/other banking facilities of Rs.850
 crore (enhanced from Rs.750 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 of Rs. 640 crore (enhanced from Rs.540 crore). This
 rating represents high-credit quality carrying low-credit risk.
 Manufacturing Facilities
 The chemicals division of your Company has manufacturing units at
 Vikhroli and Valia.
 The Vikhroli 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 is also 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 specialty
 fatty acid plant commissioned in the fourth quarter of FY 2011-12 has
 delivered excellent product quality and efficiency in variable cost. In
 surfactant category, this factory produces high quality SLS granules
 which is used in oral care applications by our customer. This factory
 strictly follows Current Good Manufacturing Practices.
 The Vegoils Division (Wadala) continues as a contract processor of
 edible oils and vanaspati.  The division recorded a turnover of Rs.6.48
 crore as against Rs. 6.26 crore in the previous year.
 A new manufacturing facility at Ambernath is being set-up for our
 chemicals business. Civil foundations for plants, utilities and
 structural buildings for the plants is progressing well and most of the
 equipments have also been installed. The facility is expected to be
 operational from Q3 of financial year 2013-14.
 Research and Development (R&D)
 In the year under consideration the R&D activities have resulted in the
 launch of three new products, each of them being high value derivatives
 of fatty alcohols, having specialty applications in personal care
 products and textile auxiliaries. Improvement of existing processes and
 the endeavor to develop new processes and technologies will be an
 ongoing activity.  Your Company will continue to put its efforts to
 manufacture premium quality fatty acids from economy grade raw
 materials. Your Company will also continue to focus attention on high
 value fractionated fatty acids for the polymer, oilfield and lubricant
 industries. Parallel to all the above oleochemicals projects, R&D
 continues its efforts in developing customized specialty surfactants,
 focusing on the oral care and personal care markets.
 Human Resource Development and Industrial Relations
 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.  Navnirman Quality Circle from
 the Vikhroli Factory won the 1st prize at the CII 25th QC competition,
 Maharashtra State level. The Quality Circle was also recognized as
 Par Excellent Quality Circle by the Quality Circle Forum of India
 in the National Convention of Quality Circles held in Kanpur.
 Industrial relations at all plant locations remained harmonious. Godrej
 Industries has always stressed on safety of people working in its
 premises. Regular structured safety meetings were held with employees
 and safety programmes were conducted for them throughout the year.
 These efforts were recognized as an award for ''Longest Accident Free
 Period'' and ''Lowest Average Accident Frequency Rate'' won by
 Vikhroli Factory at the Maharashtra Safety Awards Competition conducted
 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 Report 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 during the year upgraded the SAP system which will
 help business 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
 Employee Stock Option Plan (ESOP) and Employee Stock Grant Scheme 2011
 During the financial year 2012-13, the following ESOP''s were granted:
 Date of Grant of ESOP    No. of ESOP''s Granted   No. of Employees
 May 30, 2012                     1,01,500                 2
 July 9, 2012                     1,32,000                 1 
 On May 30, 2012 and August 11, 2012, the Compensation Committee
 approved a total of 2,79,314 stock grants equivalent to 2,79,314 equity
 shares of the Company to eligible employees in terms of the ESGS 2011
 Scheme. The exercise price is Rs. 1 per equity share. As on March 31,
 2013 and in terms of the ESGS Scheme, 2011, a total of 3,07,618 grants
 were vested, exercised and allotted.
 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 and forms a part of this report.
 Fixed Deposits
 Your Company continues to accept public deposits for 13, 24 and 36
 months'' tenor. The management of the company is thankful to all the
 investors for their continued trust in the company. During the year
 ended March 31, 2013, deposits aggregating to Rs.17 crore have been
 mobilised and deposits aggregating to Rs.40 crore have been repaid on
 maturity. The Company has no overdue deposits other than unclaimed
 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, 2013, 99.76% of the equity
 shares of your Company were held in demat form.
 In accordance with Article 127 of the Articles of Association of the
 Company, Mr. K. K. Dastur, Mr. A. B. Godrej, Mr. A. B. Choudhury and
 Mr. V. M. Crishna retire by rotation at the ensuing Annual General
 Meeting and offer themselves for reappointment. Mr. M. Eipe, Executive
 Director & President (Chemicals) ceased to be Director on April 30,
 2013, upon attaining the age of superannuation. Mr. M. Eipe has been a
 Director of the Company since April 1, 2001.  Mr. J. S. Bilimoria an
 Independent Director of the Company passed away on May 3, 2013. The
 Directors place on record their appreciation of the valuable
 contribution made by Mr. M. Eipe and Mr. J. S. Bilimoria, during their
 tenure. Mr. N. S. Nabar was appointed as an Additional Director and
 Whole-time Director, designated as Executive Director and President
 (Chemicals), by the Board w.e.f. May 1, 2013. Mr. K. M. Elavia was
 appointed as an Additional Director by the Board w.e.f. May 28, 2013,
 in the category of Independent Director, in compliance with Clause 49
 of the Listing Agreement with the Stock Exchanges.
 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, 2013. 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'' 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
 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 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''
 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.
 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.
 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, 2013.
Source : Dion Global Solutions Limited
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