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Godrej Industries
BSE: 500164|NSE: GODREJIND|ISIN: INE233A01035|SECTOR: Personal Care
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« Mar 10
Notes to Accounts Year End : Mar '11
1.  Background
 
 The Company was incorporated under the Companies Act, 1956 on March 7,
 1988 under the name of Gujarat- Godrej Innovative Chemicals Limited.
 The business and undertaking of the erstwhile Godrej Soaps Limited was
 transferred to the Company under a scheme of amalgamation with effect
 from April 1, 1994 and the Companys name was changed to Godrej Soaps
 Limited. Subsequently, under a scheme of arrangement the Consumer
 Products division of the Company was demerged with effect from April 1,
 2001 into a separate company, Godrej Consumer Products Limited (GCPL)
 and the vegetable oils and processed foods manufacturing business of
 Godrej Foods Limited was transferred to the Company with effect from
 June 30, 2001. The Foods division (except Wadala factory) was then sold
 to Godrej Hershey Limited, on March 31, 2006 The Companys name was
 changed to Godrej Industries Limited on April 2, 2001.
 
 The Company is engaged in the businesses of manufacture and marketing
 of oleo-chemicals, their precursors and derivatives, bulk edible oils,
 estate management and investment activities.
 
 2.  Contingent Liabilities
 
 Particulars                               This Year     Previous Year
                                           Rs. Crore         Rs. Crore
 
 a) Claims against the Company not
  acknowledged as debts:
 
 (i) Excise duty demands relating to 
 disputed classification, post                 11.97            11.92
 manufacturing expenses, assessable
 values, etc. which the
 Company has contested and is in 
 appeal at various levels. 
 
 (ii) Customs Duty demands relating
 to lower charge, differential duty,            1.67             2.86
 classification, etc.  
 
 (iii) Sales Tax demands relating to 
 purchase tax on Branch Transfer /             18.72             2.16
 
 Non availability of C Forms, etc. 
 at various levels.  
 
 (iv) Octroi demand relating to 
 classification issue on import of Palm        13.12            12.18
 Stearine and interest thereon.
 
 (v) Stamp duties claimed on certain
 properties which are under appeal              1.82             1.82
 by the Company 
 
 (vi) Income Tax demands against which 
 the company has preferred                     18.00            14.98
 appeals 
 
 (vii) Industrial relations matters 
 under appeal                                   1.91             2.00
 
 (viii) Others                                  1.31             1.31
 
 b) Guarantees issued by banks, excluding 
 guarantees issued in respect of               13.01             7.33
  matters reported in (a) above.
 
 c) Guarantees given by the Company in 
 respect of credit / guarantee
 limits                                         7.81            14.31 
 sanctioned by banks to subsidiary and other
 companies.
 
 d) Letter of credit issued by bank on 
 behalf of the Company.                         0.55             6.18
 
 e) Uncalled liability on partly paid 
 shares / debentures                            0.50             0.50
 
 3 Loans
 
 a) Working capital facilities sanctioned by banks under consortium
 arrangement are secured by hypothecation of stocks and book debts.
 
 b) Other loans are secured by pledge of 65,00,000 equity shares
 (previous year 97,50,000 equity shares) of Godrej Consumer Products
 Limited so as to result in a collateral cover of three times the loan
 facility.
 
 4 Investments
 
 a) The Company had sold its entire holding in Godrej Hicare Limited
 (GHCL), a subsidiary company, in March 2009. The profit thereon based
 on the minimum consideration received was recognised in the accounts
 for the year ended on 31st March 2009. In the year 2009-10, the company
 had received an additional consideration of Rs. 27.59 crore (net) on
 GHCL achieving certain financial performance parameters and was
 recognised as exceptional income. During the year, the company has
 provided Rs. 1.27 crore as amount payable to ISS Facility Services
 India Pvt. Ltd. towards non recovery of debtors outstanding on the date
 of sale of GHCL.
 
 5 Loans and Advances
 
 a) 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 fled an appeal before the Company Law
 Board (CLB) 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 fled by the investee company
 and the application made by minority shareholders under section 397/398
 before the Honble High Court. The Company has fled an appeal with the
 Honble High Court against the order of the Company Law Board under
 section 10 F of the Companies Act, which is pending for final disposal.
 
 Interest on the aforesaid loan amounting to Rs. 3.15 crore was accrued
 upto March 31, 2000 and has been fully provided for, no interest is
 being accrued thereafter. 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.
 
 b) Loans and Advances include a loan of Rs. 20.16 crore (previous year
 Rs. 13.82 crore) to an individual secured by pledge of 38,97,454 shares
 of Godrej Hershey Limited and 6,60,000 shares of Aadhaar Retaling
 Limited.
 
 6 Disclosure of sundry creditors under current liabilities is based on
 the information available with the Company regarding the status of the
 suppliers as defined under the “Micro, Small and Medium Enterprises
 Development Act, 2006”. Amount overdue as on 31st March, 2011 to Micro,
 Small and Medium Enterprises on account of principal amount together
 with interest, aggregates to Rs. Nil (previous year – Rs. Nil)
 
 7 Employee Stock Option Plans
 
 a) In December 2005, the Company had instituted an Employee Stock
 Option Plan (GIL ESOP) as approved by the Board of Directors and the
 Shareholders, for the allotment of 15,00,000 options, increased to
 90,00,000 options on split of shares convertible into 90,00,000 equity
 shares of Rs. 1 each to eligible employees of participating companies.
 
 In July 2009, the Company had instituted an Employee Stock Option Plan
 II (GIL ESOP II) as approved by the Board of Directors and the
 Shareholders, for the allotment of 90,00,000 options convertible into
 90,00,000 shares of Rs. 1 each to eligible employees of participating
 companies.
 
 ( * ) The Wt. average exercise price stated above is the price on the
 grant date increased by the interest cost at the prevailing rates upto
 the current year end.
 
 The overall weighted average balance life of options outstanding as on
 March 31, 2011 is 4.33 years
 
 The weighted average balance life of options outstanding as on March
 31, 2011 for ESOP I is 4.85 years and for ESOP II is 3.01 years.
 
 The vesting period for options granted on January 23, 2008, March 31,
 2008, May 2, 2008, May 26, 2008 and June 3, 2008 was increased to a
 maximum of 5 years from 3 years and the exercise period of options
 granted on April 5, 2007, April 11, 2007, January 23, 2008, March 31,
 2008, May 2, 2008, May 26, 2008 and June 3, 2008 from 2 years to 4
 years from vesting.
 
 The employee share based payment plans have been accounted based on the
 intrinsic value method and no compensation expense has been recognized
 since the market price of the underlying share at the grant date is the
 same / less than the exercise price of the option, the intrinsic value
 therefore being Nil.
 
 The fair value of the share options has been determined using the
 Black-Scholes Option Pricing Model. Had the fair value method of
 accounting been used, the net proft and earnings per share would have
 been as per the pro forma amounts indicated below.
 
 b) The independent ESOP trust has purchased shares of the Company from
 the market against the options granted. The purchases are financed by
 loans from the Company which alongwith interest thereon amount to Rs.
 84.86 crore, previous year Rs. 81.13 crore, (Net of provision Rs. 5.47
 crore, previous year Rs. 3.29 crore). As on March 31, 2011, the market
 value of the shares purchased by the Trust is lower than the holding
 cost of these shares by Rs. 25.47 crore, previous year Rs. 34.56 crore
 (Net of provision Rs. 5.47 crore, previous year Rs. 3.29 crore).
 
 The repayment of the loans granted to the ESOP trust is dependent on
 the exercise of the options by the employees and the market price of
 the underlying shares of the unexercised options at the end of the
 exercise period. The fall in value of the underlying equity shares is
 on account of market volatility and the loss, if any, can be determined
 only at the end of the exercise period. In view of the aforesaid,
 provision for diminution of Rs. 25.47 crore (previous year Rs. 34.56
 crore) is not considered necessary in the financial statements.
 
 8. Leases:
 
 Lease taken by the Company
 
 b) Operating Lease:
 
 The Companys significant leasing arrangements are in respect of
 operating lease for land, office premises, residential premises,
 machinery and storage tanks. The agreegate lease rentals paid by the
 Company are charged to Profit and Loss Account.
 
 8 Hedging Contracts
 
 The Company uses forward exchange contracts to hedge its foreign
 exchange exposure relating to the underlying transactions and firm
 commitments in accordance with its .forex policy as determined by a
 Forex Committee. The Company also uses commodity futures contracts to
 hedge its exposure to vegetable oil price risk. The Company does not
 use foreign exchange forward contracts or commodity future contracts
 for trading or speculation purposes.
 
 9 Profit and Loss Account
 
 a) Exchange differences recognised in the Profit and Loss Account for
 the year is a loss of Rs. 0.88 crore (previous year loss of Rs. 0.05
 crore). The exchange difference in respect of forward exchange
 contracts to be recognised in subsequent accounting periods is Rs. 1.24
 crore (previous year Rs. 0.26 crore).
 
 b) Research and Development Expenditure of revenue nature charged to
 the Profit and Loss Account amounts to Rs. 2.87 crore (previous year
 Rs. 3.27 crore).
 
 Notes:
 
 1.  The Company has disclosed Business Segment as the primary segment.
 Segments have been identifed taking into account the nature of the
 products, the different risks and returns, the organisational structure
 and the internal reporting system.
 
 2.  Chemicals segment includes the business of production and sale of
 Oleochemicals and surfactants such as Fatty Acids, Fatty Alcohols,
 Glycerin, Alpha Olefn Sulphonates, Sodium Lauryl Sulphate and Sodium
 Lauryl Ether Sulphate.
 
 Estate segment comprises the business of giving premises on leave and
 license basis.
 
 Finance & Investments segment comprises of investment in subsidiaries,
 associate companies & other investments.
 
 Others include business of refined vegetable oils, vanaspati and energy
 generation through windmills .
 
 3.  The Geographical Segments are as follows :
 
 - Sales in India represent sales to customers located in India.
 
 - Sales outside India represent sales to customers located outside
 India.
 
 19 Related Party Disclosures
 
 a) Names of Related Parties and Description of Relationship
 
 Parties where Control Exists
 
 Godrej & Boyce Mfg. Co. Ltd., the holding company
 
 Subsidiary Companies
 
 Godrej Agrovet Ltd.
 
 Golden Feeds Products Ltd.
 
 Cauvery Palm Oil Ltd.
 
 Godrej Oil Palm Ltd.
 
 Godrej Gokarna Oil Palm Ltd., (formerly known as
 
 Godrej IJM Palm Oil Ltd. from 24.11.2010)
 
 Godrej Properties Ltd.
 
 Godrej Developers P. Ltd.
 
 Godrej Real Estate P. Ltd.
 
 Godrej Realty P. Ltd.
 
 Godrej Sea View Properties P. Ltd.
 
 Godrej Waterside Properties P. Ltd.
 
 Happy Highrises Ltd.
 
 Godrej Estate Developers P. Ltd.
 
 Godrej Buildwell P. Ltd.
 
 Godrej Buildcon P. Ltd.
 
 Godrej Project Development P. Ltd.
 
 Godrej Premium Builders P. Ltd.
 
 Godrej Garden City Properties P. Ltd.
 
 Udhay - GK Reality P. Ltd. (from 07.03.2011)
 
 Natures Basket Ltd.
 
 Ensemble Holdings & Finance Ltd.
 
 Godrej International Ltd.
 
 Fellow Subsidiaries:
 
 Wadala Commodities Ltd. 
 
 Godrej (Malaysia) Sdn Bhd 
 
 G & B Enterprises (Mauritius) P. Ltd.
 
 Godrej (Singapore) Pte Ltd.  
 
 Godrej Infotech Ltd.
 
 Veromatic International BV 
 
 Veromatic Services BV 
 
 Water Wonder Benelux BV
 
 Other related parties with whom the Company had transactions during the
 year Associate / Joint Venture Companies
 
 Godrej Consumer Products Ltd.
 
 Godrej Hershey Ltd.
 
 Nutrine Confectionery Co. Ltd.
 
 Swadeshi Detergents Ltd.
 
 Godrej Gokarna Oil Palm Ltd., (formerly known as Godrej
 IJM Palm Oil Ltd. upto 23.11.2010)
 
 Key Management Personnel
 
 Mr. A.B. Godrej          Chairman
 
 Mr. N.B. Godrej          Managing Director
 
 Ms. T.A. Dubash          Executive Director
                          & President (Marketing) 
 
 Mr. M. Eipe              Executive Director
                          & President (Chemicals) 
  
 Mr. V. Banaji            Executive Director & President
                          (Group Corporate Affairs) 
                          (till 30th April, 2010) 
 
 Mr. M.P. Pusalkar        Executive Director & President
                          (Corporate Projects) 
                          (till 30th April, 2010)
 
 Relatives of Key Management Personnel
 
 Ms. P.A. Godrej      Wife of Mr. A.B. Godrej
 
 Ms. N.A. Godrej      Daughter of Mr. A.B. Godrej
 
 Mr. P.A. Godrej      Son of Mr. A.B. Godrej
 
 Ms. R.N. Godrej      Wife of Mr. N.B. Godrej
 
 Mst. B.N. Godrej     Son of Mr. N.B. Godrej
 
 Mst. S.N. Godrej     Son of Mr. N.B. Godrej
 
 Mst. H.N. Godrej     Son of Mr. N.B. Godrej
 
 Enterprises over which Key Management personnel exercise significant
 influence
 
 Rapidol (Pty) Ltd. 
 Laboratorio Cuenca S.A.  
 Godrej Global Mideast F.Z.E.  
 Godrej Investments P. Ltd.  
 Bahar Agrochem & Feeds P. Ltd.
 Vora Soaps Ltd.  Godrej Tyson Foods Ltd.
 
 10. Figures for the previous year have been regrouped / restated
 wherever necessary to confirm to current years presentation.
 
Source : Dion Global Solutions Limited
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