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.
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