Godrej & Boyce Manufacturing Company Limited · GODREJ & BOYCE MANUFACTURING COMPANY LIMITED...

Godrej & Boyce Manufacturing Company Limited

Year ended 31st March, 2017

ANNUAL REPORT

Annual Report and Accounts 2016-17

KAVAS N. PETIGARA

GODREJ & BOYCE MANUFACTURING COMPANY LIMITEDEstablished 1897

(Incorporated with limited liability on 3rd March, 1932 under the Indian Companies Act, 1913)

JAMSHYD N. GODREJ, Chairman & Managing Director

ADI B. GODREJ

NADIR B. GODREJ

ANNUAL REPORT AND ACCOUNTS

U28993MH1932PLC001828

FOR THE YEAR ENDED 31st MARCH, 2017

CORPORATE INFORMATION

Board of Directors

Company Secretary Chief Financial Officer

Auditors

Bankers

Registered Office and Head Office

Corporate Identity Number (CIN)

E-mail: [email protected] | Website: http://www.godrej.com

Pirojshanagar, Vikhroli, Mumbai 400 079

Telephone: (022) 6796 5656, 6796 5959; Fax: (022) 6796 1518

ICICI BANK LTD.

AXIS BANK LTD.

HDFC BANK LTD.

EXPORT-IMPORT BANK OF INDIA

CENTRAL BANK OF INDIA

UNION BANK OF INDIA

STATE BANK OF INDIA

CITIBANK N.A. KOTAK MAHINDRA BANK LTD.

Chartered Accountants

KALYANIWALLA & MISTRY LLP

PERCY E. FOUZDAR PURVEZ K. GANDHI

VIJAY M. CRISHNA, Executive Director

ANIL G. VERMA, Executive Director & President

PRADIP P. SHAH

Ms. ANITA RAMACHANDRAN

PHIROZE D. LAM, Executive Director (upto 31st March, 2017)

KYAMAS A. PALIA, Executive Director (Finance) (upto 31st March, 2017)

KEKI M. ELAVIA

Ms. NYRIKA HOLKAR, Executive Director - Corporate Affairs (from 1st April, 2017)

NAVROZE J. GODREJ (from 6th November, 2017)

1

Godrej & Boyce Mfg. Co. Ltd.

ORDINARY BUSINESS

1.

2.

3.

4.

SPECIAL BUSINESS

5.

6.

“RESOLVED THAT in accordance with the provisions of Sections 149, 152, 160, 161 and other applicable provisions, if any, of the

Companies Act, 2013 and the Rules framed thereunder, Ms. Nyrika Holkar (DIN: 07040425) who was appointed as an Additional

Director on the Board of the Company, with effect from 1st April, 2017 and who holds office as such upto the date of this Annual

General Meeting and in respect of whom the Company has received a Notice in writing, alongwith the requisite deposit, from a

Member, proposing her candidature for the office of a Director, be and is hereby appointed and designated as Executive

Director -Corporate Affairs, to hold office for a term of 3 years, commencing from 1st April, 2017 to 31st March, 2020, liable to

retire by rotation.”

To appoint Mr. Navroze J Godrej (DIN: 03049821) as a Non-Executive Director of the Company, and to consider, and if thought

fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Eighty-Sixth Annual General Meeting of the Members of GODREJ & BOYCE MANUFACTURINGCOMPANY LIMITED will be held on Friday, 24th November, 2017 at 10.00 a.m. at Pirojshanagar, Vikhroli, Mumbai, 400079to transact the following business:

To receive, consider and adopt the Audited Standalone Financial Statements and the Audited Consolidated Financial Statements

of the Company for the financial year ended 31st March, 2017 together with the Report of the Board of Directors and Auditors

thereon.

To appoint a Director in place of Mr. A. B. Godrej (DIN: 00065964), who retires by rotation and, being eligible, offers himself for

re-appointment.To appoint M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Firm Registration No. 117366W/W-100018, as Statutory

Auditors of the Company to hold office from the conclusion of this 86th Annual General Meeting till the conclusion of the 91st

Annual General Meeting to be held in the year 2022 (subject to ratification of their appointment at every Annual General

Meeting if so required under the Companies Act, 2013) and to authorize the Board of Directors to fix their remuneration as may

be mutually agreed with the Statutory Auditors, in addition to reimbursement of Goods and Service Tax and out of pocket

expenses incurred in connection with the audit of accounts of the Company and in this regard, to consider and if thought fit, to

pass the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act,

2013 (“the Act”) and the Companies (Audit and Auditors) Rules, 2014, (“the Rules”), (including any statutory modification(s) or re-

enactment(s) thereof for the time being in force), M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Firm Registration No.

117366W/W-100018, who have offered themselves for appointment and have confirmed their eligibility to be appointed as

Statutory Auditors, in terms of provisions of Section 141 of the Act, and Rule 4 of the Rules, be and are hereby appointed as

Statutory Auditors of the Company in place of M/s. Kalyaniwalla & Mistry LLP (Firm Registration No. 104607W/W100166)

Chartered Accountants to hold office for a period of five years from the conclusion of this Annual General Meeting until the

conclusion of the 91st Annual General Meeting of the Company to be held in the year 2022 (subject to ratification of their

appointment at every Annual General Meeting if so required under the Act) on such remuneration as may be mutually agreed

upon between by the Board of Directors and the Statutory Auditors, in addition to Goods and Service Tax and re-imbursement of

out of pocket expenses, travelling expenses etc. incurred by them in connection with the audit of Accounts of the Company.”

To appoint Ms. Nyrika Holkar (DIN: 07040425) as Executive Director-Corporate Affairs of the Company, and to consider, and if

thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

To appoint a Director in place of Mr. A. G. Verma (DIN: 02366334), who retires by rotation and, being eligible, offers himself for

re-appointment.

2


7.

NOTES:

(a)

(b)

(c)

(d)

(e)

(f)

“RESOLVED THAT in accordance with the provisions of Sections 149, 152, 160, 161 and other applicable provisions, if any, of the

Companies Act, 2013 and the Rules framed thereunder, Mr. Navroze J. Godrej (DIN: 03049821) who was appointed as an

Additional Director on the Board of the Company, with effect from 6th November, 2017, and who holds office as such upto the

date of this Annual General Meeting and in respect of whom the Company has received a Notice in writing, alongwith the

requisite deposit, from a Member, proposing his candidature for the office of a Director, be and is hereby appointed as a Non-

Executive Director of the Company, liable to retire by rotation.”

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013

and the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 (including any

statutory modification(s) or re-enactment thereof, for the time being in force)-

(a) Remuneration of Rs. 17,00,000 (excluding all taxes and reimbursement of out-of-pocket expenses) payable to M/s. P. D. Dani

& Associates, Cost Accountants, appointed by the Board of Directors as the Cost Auditors of the Company to conduct the audit of

the cost records of the Company in respect of Appliances, Vending Machines and Electric Motors businesses, for the financial

year 2017-18, as approved by the Board of Directors, be and is hereby ratified; and

(b) Remuneration of Rs. 23,00,000 (excluding all taxes and reimbursement of out-of-pocket expenses) payable to Mr. A. N.

Raman, Cost Accountant, appointed by the Board of Directors as the Cost Auditor of the Company to conduct the audit of the

cost records of the Company in respect of Construction, Electricals & Electronics, Material Handling Equipment, Aerospace,

Process Equipment, Precision Engineering, Toolings, Interio, and Security Solutions businesses, for the financial year 2017-18, as

approved by the Board of Directors, be and is hereby ratified.

FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such

steps as may be necessary, proper or expedient to give effect to this Resolution.”

The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act), in respect of the business

mentioned under Item No. 4 to 7 as set out in the Notice is annexed hereto.

Brief Resume of Directors proposed to be appointed/re-appointed, as stipulated in Secretarial Standards as issued by the

Institute of Company Secretaries of India is provided after the Explanatory Statement to this Notice.

Relevant documents referred to in the accompanying Notice are available for inspection at the Registered Office of the Company

during office hours on all days except Sundays and public holidays, upto the date of the Annual General Meeting. The aforesaid

documents, will also be available for inspection by Members at the Annual General Meeting.

Corporate Members intending to send their authorized representatives to attend the Annual General Meeting pursuant to

Section 113 of the Companies Act, 2013, are requested to send a certified copy of the board resolution authorizing their

representative to attend and vote on their behalf at the Meeting.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING OF THE COMPANY IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person

can act as proxy on behalf of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total

share capital of the Company carrying voting rights. A Member holding more than ten percent of the total share capital of the

Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person

or Member. Proxies in order to be effective should be deposited at the Registered Office of the Company, not less than 48 hours

before the commencement of the meeting. A proxy so appointed shall not have any right to speak at the meeting. A proxy form

in MGT-11 is annexed to this Report and marked Enclosure 5.

Proxies submitted on behalf of the limited companies, societies, partnership firms, etc., must be supported by appropriate

resolution/authority, as applicable, issued on behalf of the nominating organization.

To ratify the remuneration of Cost Auditors and to consider, and if thought fit, to pass with or without modification(s), the

following Resolution as an Ordinary Resolution:

Pursuant to section 101 of the Companies, Act 2013, read with relevant rules made thereunder, Companies can serve Annual

Reports and other communications through electronic mode to those Members whose email addresses are registered with the

Company/ Depositories, unless any Member has requested for a physical copy of the same. Members who have not registered

their email addresses so far are requested to register their email address with their Depository Participant only, for receiving all

communication including Annual Report, Notices, Circulars, etc. from the Company, electronically.

3


(g)

For and on behalf of the Board

J. N. GODREJChairman & Managing Director

DIN: 00076250

Mumbai, 6th November, 2017Registered Office:Pirojshanagar, Vikhroli,Mumbai 400 079.

EXPLANATORY STATEMENT:

Item No. 4

The following Explanatory Statement, as required by Section 102 of the Companies Act, 2013, sets out all material facts relating

to the business mentioned under Item Nos. 4 to 7 of the accompanying Notice dated 6th November, 2017.

On the recommendation of the Audit Committee, at its Meeting held on 31st October 2017, the Board of Directors considered

and approved the appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Firm Registration No. 117366W/W-

100018, as the Statutory Auditors to hold office from the conclusion of this 86th Annual General Meeting until the conclusion of

the 91st Annual General Meeting to be held in the year 2022, at a remuneration as may be agreed upon by the Board and the

Auditors.A brief profile of M/s Deloitte Haskins & Sells LLP is delineated below:

M/s Deloitte Haskins & Sells LLP (the Firm) was incorporated on 20th November, 2013 bearing Firm Registration No. 117366W/W-

100018. The Registered Office of the Firm is situated at Indiabulls Finance Centre, Tower 3, 27-32 Floors, Senapati Bapat Marg,

Elphinstone Road (West) Mumbai- 400 013. The Firm is well positioned with the experience, scale and multi-disciplinary

capabilities necessary to understand the dynamics and the complexities of the business. The Firm adopts a multi-disciplinary

approach, integrating competencies from audit, tax and other specialized services. The Firm also possesses significant experience

in IND AS / IFRS conversions. The Firm has a significant experience in transitioning large clients with complex and fairly spread-

out businesses which includes challenging and complex scenarios, such as information transfers and the review of accounting

positions. The Firm continuously promotes, enables and enhances the quality of audits performed in accordance with applicable

auditing standards and focuses on consistent execution which includes commitment, excellence, teamwork and analytics. The

Firm conducts Client Service Assessment (CSA) programs for feedback on service and commitment to quality, thus providing a

strategic and holistic snapshot of the relationship with the clients and the ways in which it can be improved.

As per the requirements of the Companies Act, 2013, the Firm has confirmed that the appointment, if made, would be within the

limits specified under Section 141(3)(g) of the Companies Act, 2013, and it is not disqualified to be appointed as Auditors in terms

of provisions of sections 139 and 141 of the Companies Act, 2013 and the Rules made thereunder.

The Board recommends the passing of the Ordinary Resolution as set out in Item No. 4 of this Notice for the approval of the

Members.

ANNEXURE TO NOTICE OF ANNUAL GENERAL MEETING

Members may please note that in terms of Section 124 of the Companies Act, 2013, any dividend which has not been paid or

claimed within thirty days from the date of declaration, shall be transferred within seven days from the date of expiry of the said

period of thirty days to the Unpaid Dividend Account with a scheduled bank. Any money transferred to the Unpaid Dividend

Account which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by

the Company to the Investor Education and Protection Fund (IEPF) set up by the Government of India under Section 125 of the

Companies Act, 2013.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the

existing Statutory Auditors of the Company, M/s Kalyaniwalla & Mistry LLP hold their office till the conclusion of this 86th Annual

General Meeting.

4


Item No. 5

Item No. 6

None of the Directors and/or Key Managerial Personnel and their relatives are, in any way, concerned with or interested in,

financially or otherwise in the said Resolution.

The Board of Directors, at its Meeting held on 18th March 2017, approved the appointment of Ms. Nyrika Holkar (DIN:

07040425) as an Additional Director designated as Executive Director- Corporate Affairs, on the Board of the Company with

effect from 1st April, 2017, subject to the Members’ approval at the forthcoming Annual General Meeting.

Ms. Nyrika Holkar who is the daughter of Mr. Vijay M. Crishna, Executive Director of the Company has been associated with the

Company as Senior Vice President (Corporate Affairs) since 1st April 2015 until her appointment on the Board of Directors as an

Executive Director- Corporate Affairs from 1st April 2017.

Ms. Nyrika Holkar graduated with an International Baccalaureate Program from the World College of the Adriatic, Italy. She went

on to graduate with distinction and a double major in Philosophy and Economics from Colorado College, Colorado Springs, USA.

She then obtained a degree in law from University College, London, UK and completed the London Bar exam as a Solicitor from

the United Kingdom. She was admitted to the Bar Council of India in August 2010. She worked as an advocate in the Chamber of

Darius Khambata, the Additional Solicitor General and thereafter with AZB & Partners, a leading Corporate Law Firm in India, for

5 years, where she specialized in mergers and acquisitions, private equity and commercial contracts. In 2016, she got a diploma

from Harvard Business School in General Management Program.In view of Ms. Nyrika Holkar possessing significant experience and expertise, her continuance as Executive Director would be

highly beneficial to the Company. It is therefore considered desirable that the Board should continue to receive the benefit of her

expertise, as a Director of the Company.

A Notice under Section 160 of the Companies Act, 2013, has been received from a Member signifying his intention to propose

the appointment of Ms. Nyrika Holkar as a Director.

The details of Ms. Nyrika Holkar, as required to be given pursuant to the Secretarial Standards, are attached to this Notice.


Members.

None of the Directors and/or Key Managerial Personnel and their relatives, except Ms. Nyrika Holkar and Mr. V.M. Crishna, are

concerned with or interested, financially or otherwise, in the said Resolution.

The Board of Directors, had at its Meeting held on 6th November 2017, approved the appointment of Mr. Navroze J. Godrej (DIN:

03049821) as an Additional Director designated as a Non-Executive Director, on the Board of the Company, which is subject to

the Members’ approval at the forthcoming Annual General Meeting.

Mr. Navroze J. Godrej, is the son of Mr. Jamshyd N. Godrej the Chairman & Managing Director, and was earlier associated with

the Company as Manager (Special Projects) from October 2005 until his appointment on the Board as an Executive Director from

1st May, 2010.

Mr. Navroze J. Godrej stepped down from the position of Executive Director as well as from the Board of Directors of the

Company with effect from 1st October, 2016 due to his pre-occupation with various other personal and professional

commitments.

Mr. Navroze J. Godrej holds a Master of Design Degree in Innovation and Design Strategy from the Illinois Institute of Technology,

Institute of Design, Chicago, Illinois, USA. During his stint as Executive Director of the Company, he was responsible for strategy

and innovation. In order to inculcate innovation and design thinking, he set up an Innovation & Design Center (“the IDC”) in the

Company. IDC implements Disruptive Innovation and Human-Centred Design and works with a diverse set of employees from

various businesses to imbibe a culture of innovation at a grassroot level. This creates an environment where strategic design

pervades every aspect of business so as to deliver products and services of the greatest value to the community. Through design

thinking and innovation, Mr. Navroze J. Godrej had been able to create a greater awareness and agility within the organisation.

In an era of fierce competition, it is considered desirable to have a thrust on newer ideas, innovative thinking with a different

dimension and perspective to scale up the business and in view of this matter, it is considered desirable to seek the benefit of the

knowledge and experience of Mr. Navroze J. Godrej, it is therefore proposed to commend to the Members his appointment as a

Non-Executive Director of the Company.

A Notice under Section 160 of the Companies Act, 2013, has been received from a Member signifying his intention to propose

the appointment of Mr. Navroze J. Godrej as Non- Executive Director of the Company.

The details of Mr. Navroze J. Godrej, as required to be given pursuant to the Secretarial Standards, are attached to this Notice.

5


Item No. 7


J. N. GODREJChairman & Managing Director

DIN: 00076250

Mumbai, 6th November, 2017Registered Office:Pirojshanagar, Vikhroli,Mumbai 400 079.

None of the Directors and/or, Key Managerial Personnel and their relatives are concerned with or interested, financially or

otherwise, in the said Resolution.


Members.

None of the Directors and/or Key Managerial Personnel and their relatives, except Mr. Navroze J. Godrej and Mr. Jamshyd N.

Godrej, are concerned with or interested, financially or otherwise, in the said Resolution.

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,

2014, the Board of Directors of the Company on the recommendation of the Audit Committee, approved the appointment of (i)

M/s. P. D. Dani & Associates, Cost Accountants, and (ii) Mr. A.N. Raman, Cost Accountant, as the Cost Auditors of the Company

for the financial year 2017-18, for conducting the audit of the cost records of certain applicable businesses of the Company (as

specified in the Resolution), at a remuneration of Rs. 17,00,000 and Rs. 23,00,000, respectively, (excluding all taxes and

reimbursement of out-of-pocket expenses). The remuneration payable to the Cost Auditors is required to be ratified by the

Members of the Company.


Members.

6


Name of the Director Mr. A. G. Verma Mr. A. B. Godrej Particulars (DIN: 02366334) (DIN: 00065964)Age 60 years 75 yearsNationality Indian IndianDate of Appointment 1st October, 2008 30th April, 1973

Shares held in the Company NIL 36,746Qualification

Remuneration last drawn Rs. 4.30 CroreDirectorships held in other Godrej Consumer Products Limitedcompanies Godrej Industries Limited

Automation Limited Godrej Agrovet LimitedIndian School of Business(Section 8 Company)

None

No. of Board meetings attended 6 (Six) 6 (Six)during the year

Brief Resume of the Directors

Nil

Pursuant to the Secretarial Standards issued by ‘The Institute of Company Secretaries of India’, the

following information is furnished about the Directors proposed to be appointed/re-appointed:

Graduate in Engineering and

MBA from IIM, Ahmedabad

B.S., M.S. from Massachusetts Institute

of Technology, USA

Business Management Expertise

and Business Experience of over

30 years with the Company

Appointment as an Executive

Director subject to retirement

by rotation

Godrej Infotech LimitedGodrej Consoveyo Logistics

Godrej Consoveyo Logistics

Automation Limited: Chairman

of the Corporate Social

Responsibility Committee

A leading industrialist and Business

Experience of over 50 years

Expertise in specific functional

area

Terms & Conditions of re-

appointment/ variation of

remuneration

Appointment as a Non- Executive

Director subject to retirement by

rotation

Chairman/Membership in other

committees of the Board

Godrej Consumer Products Limited:

Member of Stakeholders Relationship

Committee

Godrej Industries Limited: Chairman of

Stakeholders Relationship Committee

Brother of Mr. N.B. Godrej, Cousin of Mr.

J.N. Godrej.

Inter-se relationship with other

directors/ Key Managerial

Personnel

7


Name of the Director Ms. Nyrika Holkar Mr. Navroze J. Godrej

Particulars (DIN: 07040425) (DIN: 03049821)

Age 35 years 35 yearsNationality Indian IndianDate of Appointment 1st April, 2017 6th November, 2017

Shares held in the Company 16,678 17,978Qualification

Remuneration last drawn NIL

Directorships held in other Godrej Infotech Limited Mukteshwar Realty Private Limited.

companies Mukteshwar Realty Private

Limited.Umoja Travels Private LimitedJaldhaara Foundation(Section 8 Company)Centre for Advancement of Philanthropy (Section 8 Company)

NIL

No. of Board meetings attended Not Applicable Not Applicableduring the year

Brief Resume of the Directors

Bachelor’s degree in Mass

Communication and French from Boston

College, Boston, USA; Master of Design

Degree in Innovation and Design Strategy

from the Illinois Institute of Technology,

Institute of Design, Chicago, Illinois, USA

International Baccalaureate

Program, World College of the

Adriatic, Italy; Graduate with a

double major in Philosophy and

Economics, Colorado College,

Colorado Springs, USA; Degree

in Law from University College,

London; Completed London Bar

Exam as a Solicitor from the

UK; Admitted to the Bar Council

of India and Diploma from

Harvard Business School in

General Management Program.

Business Experience and Management

Expertise

Expertise in specific functional

area

Business/Legal Experience and

Management Expertise

Appointment as an Executive

Director subject to retirement

by rotation

Appointment as a Non-Executive

Director subject to retirement by

rotation

NIL

Chairman/Membership in other

committees of the Board

NIL

Inter-se relationship with other

directors/ Key Managerial

Personnel

Son of Mr. J.N. Godrej,

Nephew of Mr. V.M. Crishna,

Cousin of Ms. Nyrika Holkar

Terms & Conditions of re-

appointment/ variation of

remuneration

Daughter of Mr. V.M. Crishna,

Niece of Mr. J.N. Godrej,

Cousin of Mr. N.J. Godrej

8


TO THE MEMBERS,

1. FINANCIAL RESULTS (STANDALONE):

is summarized below:(Rupees in crore)

Current Year Previous Year*Revenue from Operations 9,909.83 9,296.58 Other Income 82.34 162.26 TOTAL REVENUE 9,992.17 9,458.84

Profit before Interest, Depreciation, and Tax 728.99 663.42

Less: (i) Interest and Finance Costs 175.84 177.18 Less: (ii) Depreciation and Amortization Expense 178.62 157.64 Profit before Exceptional Items and Tax 374.53 328.60 Add: Profit on Sale of Non-current Investments 114.73 77.48 Less: Transfer of investments in subsidiaries to group companies 481.25 - Add: Adjustment to carrying value of investments upon receipt of shares in HCL

Technologies Ltd. and 3DPLM Software Solutions Ltd., in exchange of investments in Geometric Ltd. [Refer Note 4(a)(iii) and 4(b)(2)]. 124.14 - Profit before Tax 132.15 406.08 Less: Provision for Current/Deferred Taxes 106.98 43.01 Profit after Tax 25.17 363.07 Surplus brought forward 2,788.76 2,814.09 Amount available for appropriation 2,813.93 3,177.16 Which the Directors recommend should be appropriated as follows:(a) First Interim Equity Dividend: 700% (Previous Year: 700%) 47.49 46.40 (b) Second Interim Equity Dividend: Nil (Previous Year: 2500%) - 165.73 (c) Proposed Final Equity Dividend: Nil (Previous Year: Nil, 31-03-2015: 1600%) - 106.07 (d) Dividend Distribution Tax (Net) 9.62 50.92 (e) Transfer to Debenture Redemption Reserve 20.83 - (f) Transfer from Investments Subsidy Reserve (0.69) (g) Adjustments pursuant to business combination 107.38 19.28 (h) Surplus carried forward 2,629.30 2,788.76 TOTAL 2,813.93 3,177.16

* as restated to conform to Ind AS

The Company’s performance during the financial year ended 31st March, 2017 as compared to the previous financial year,

These financial statements as at, and for the year ended, 31st March, 2017 have been prepared in accordance with Indian

Accounting Standards (“Ind AS”) issued under the Companies (Indian Accounting Standards) Rules, 2015 as amended by

Companies (Indian Accouting Standards) (Amendment) Rules, 2016.

For all periods upto and including the year ended 31st March, 2016, the Company prepared its financial statements in accordance

with accounting standards notified under the Section 133 of the Companies Act, 2013 read together with paragraph 7 of the

Companies (Accounts) Rules, 2014 (Indian GAAP). These financial statements are the Company’s first Ind AS financial statements

and are covered by Ind AS 101, First-time adoption of Indian Accouting Standards. The transition to Ind AS has been carried out

from the accouting principles generally adopted in India (“Indian GAAP”) which is considered as the “Previous GAAP” for

purposes of Ind AS 101. An explanation of how the transition to Ind AS has affected the Company’s equity and its net profit is

provided in Note 46. Financial statements as at, and for the year ended 31st March, 2016 have also been restated to conform to

Ind AS.

for the year ended 31st March, 2017.The Directors hereby present the Eighty Sixth Annual Report of the Company together with the Audited Financial Statements

DIRECTORS' REPORT

9


2.

3. STATE OF THE COMPANY'S AFFAIRS:

The Company’s Board of Directors is responsible for the preparation of the consolidated financial statements of the Company, its

subsidiaries, associates and joint venture entities (“the Group”), in terms of the requirements of the Companies Act, 2013 and

the Rules thereunder. The respective Board of Directors, of the subsidiary companies included in the Group and of its associates

and joint venture entities, are responsible for the maintenance of adequate accounting records in accordance with the provisions

of the Companies Act, 2013 for safeguarding the assets of the Group and for preventing and detecting frauds and other

irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are

reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and

presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to

fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Company, as

aforesaid.

The Consolidated Financial Statements of the Company and the Auditors’ Report thereon, are enclosed separately with, and form

part of this Report (Enclosure 1). The Consolidated Financial Statements presented by the Company include the financial results

of its subsidiaries, associates and joint ventures.

The Scheme of Amalgamation of two wholly-owned subsidiary companies, Busbar Systems (India) Limited and Mercury

Manufacturing Company Limited with the Company, with effect from 1st April, 2016 and also, the Scheme of Amalgamation of

Godrej Investments Private Limited with the Company, with effect from 29th March, 2017, have been given effect to in these

accounts (see Note 50 for details).

Pursuant to Section 129(3) of the Companies Act, 2013 (the Act), read with Rule 2A of the Companies (Accounts) Rules, 2014, the

Company has also prepared consolidated financial statements of the Company and its subsidiaries, joint ventures and associates;

these statements are also the Company’s first Ind AS financial statements and are covered by Ind AS 101, First-time adoption of

Indian Accounting Standards, referred to earlier.

During the year under review, the Company’s Revenue from Operations (net) was up by 6% to Rs. 9,909.83 crore and Profit

before Exceptional Items and Tax was Rs. 374.53 crore as against Rs. 328.60 crore for the previous year, registering an increase of

14%. The Company has been in the consumer durables segment for more than 100 years and enjoys a strong brand image and

recall with its customers. Management believes that growth in consumer segment will remain moderate over the medium term,

given the slowdown in consumer demand and high interest rates. Growth in industrial segment will remain muted till the large

industrial clients increase their investment gradually as the economic scenario improves. This might impact the profitability in

short run, however, the management believes that Company’s cash accruals will remain healthy over the medium term, driven

by its diversified revenue profile and increasing contribution of stable lease rental income, supported by comfortable gearing and

debt protection metrics. Further, its listed equity portfolio and valuable real estate holdings will continue to support its strong

financial flexibility.

DIVIDEND:

The Company had filed a Scheme of Amalgamation of two of its Wholly Owned Subsidiaries (WOSs), namely Busbar Systems

(India) Limited, Bengaluru and Mercury Manufacturing Company Limited, Chennai with the Company and their respective

Shareholders (‘the Scheme’) with National Company Law Tribunal, Bengaluru Bench and Chennai Bench respectively. Since the

Final Orders approving the said Scheme were expected to be received from the respective NCLT Benches after 30th September,

2017, it would not have been possible to consolidate the financials of the above referred two WOSs with that of the Company by

30th September, 2017 and hold the Annual General Meeting before the end of six months from the close of the financial year for

its adoption by the Members of the Company, as stipulated under the provisions of the Companies Act, 2013. Accordingly, the

Company sought an extension of three months for holding the Annual General Meeting of the Company, by filing an application

to that effect with the Office of the Registrar of Companies, Maharashtra, Mumbai (the RoC). Approval from the RoC granting

extension of time to hold the Annual General Meeting by 30th December, 2017 has been received by the Company.

During the financial year 2016-17, the Board of Directors declared and paid an Interim Dividend, at the rate of Rs. 700 per equity

share of Rs. 100 each, absorbing an aggregate Rs.57.11 crore inclusive of taxes. The Directors do not recommend payment of any

final dividend for the financial year 2016-17. The total dividend for the financial year 2015-16 was Rs. 3,200 per equity share.

10


4.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act,

2013, Mr. A.G. Verma (DIN: 02366334) and Mr. A. B. Godrej (DIN: 00065964), will retire by rotation at the ensuing Annual

General Meeting, and being eligible, offer themselves for re-appointment.

The Company’s Policy on Appointment of Directors, is stated below:

The Company is committed to equality of opportunity in all aspects of its business and does not discriminate on the grounds of

nationality, race, colour, religion, caste, gender, gender identity or expression, sexual orientation, disability, age or marital status.

Mr. B.A. Hathikhanavala joined the Board of the Company on 25th November, 1997 as Non-Executive Director. He was also a

member of the Audit and Remuneration Committee. During his tenure as Director, Mr. Hathikhanavala brought his professional

& managerial expertise and experience to the Company thereby making a significant contribution. Mr. Hathikhanavala had

served on the Board of Directors and its Committees for 13 years with great distinction. The Company appreciates and

acknowledges his selfless contribution with a deep sense of gratitude for his long and distinguished association with the

Company, before he resigned from the Board of Directors of the Company on 24th April, 2010.

In terms of Section 149 of Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, the

Company was required to have at least 2 Directors as Independent Directors. Mr. K. N. Petigara (DIN: 00066162), Mr. P. P. Shah

(DIN: 00066242), Mrs. A. Ramachandran (DIN: 00118188) and Mr. K. M. Elavia (DIN: 00003940) have been appointed as

Independent Directors of the Company, to hold office for a period of five consecutive years with effect from the 84th Annual

General Meeting i.e. from 15th September, 2014, and they are not liable to retire by rotation. The Company has received

declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed by

Section 149(6) of the Companies Act, 2013.

Mr. Hathikhanavala leaves behind a void which will be difficult to fill and the Company appreciates and acknowledges his selfless

contribution with a deep sense of gratitude. While expressing their profound regret at the loss of Mr. Hathikhanavala, the

Directors conveyed their deepest sympathies to the members of his family.

Ms. Nyrika Holkar was appointed as Additional Director designated as “Executive Director-Corporate Affairs” at the Board

Meeting held on 18th March, 2017, with effect from 1st April, 2017. As per the provisions of Section 160 of the Companies Act,

2013, your Company has received a notice from a Member specifying his intention to propose the appointment of Ms. Nyrika

Holkar as Director in the forthcoming Annual General Meeting (“AGM”). Furthermore, a specific Resolution is included in the

Notice of the AGM for the appointment of Ms. Nyrika Holkar as a Director designated as and “Executive Director- Corporate

Affairs” for a period of 3 years with effect from 1st April, 2017.

The Nomination and Remuneration Committee, in terms of the provisions of Section 178 of the Companies Act, 2013, had

recommended to the Board framing of a Policy for selection and appointment of Directors & Senior Management and their

remuneration, which was adopted by the Company.

Mr. B.A. Hathikhanavala, former Director of the Company passed away, on Tuesday, 20th June, 2017.

During the year under review, Mr. Navroze J. Godrej, Executive Director (DIN: 03049821) stepped down from the position of

Executive Director with effect from 1st October, 2016 due to his pre-occupation with various other personal and professional

commitments. He has been appointed as an Additional Director designated as a Non-Executive Director of the Company with

effect from 6th November, 2017. As per the provisions of Section 160 of the Companies Act, 2013, your Company has received a

notice from a Member specifying his intention to propose the appointment of Mr. Navroze J. Godrej as Director in the

forthcoming Annual General Meeting. Furthermore, a specific Resolution is included in the Notice of the Annual General Meeting

for the appointment of Mr. Navroze J. Godrej as a Non-Executive Director.

Mr. P.D. Lam, Executive Director (DIN: 00066218) and Mr. K.A. Palia, Executive Director (Finance) (DIN: 00281971) ceased to be

Directors of the Company with effect from 1st April, 2017. The Board made glowing references to the valuable contribution of

Mr. P.D. Lam and Mr. K.A. Palia during their tenure of dedicated service to the Company.

His nobility of character and humility in all his dealings had left an indelible impression on everyone around him and that his

practical and selfless approach, coupled with his commitment, alongwith with virtues like professional ethics, personal integrity

and sound values, had endeared him to all those who had worked closely with him.

The Extract of Annual Return to be attached with this Report, as provided under Section 92(3) of the Companies Act, 2013 and as

prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, enclosed separately with this

Report (Enclosure 2).

EXTRACT OF ANNUAL RETURN:

11


6. NUMBER OF MEETINGS OF THE BOARD:

7. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and thus

enhance the effectiveness of the Board, its Committees, and individual Directors, in line with the requirements of the provisions

of the Companies Act, 2013. The Nomination and Remuneration Committee took up the design and execution of this process

which enabled providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

Compiled feedback and suggestions on (i) Board processes (including Board composition, strategic orientation and team

dynamics) (ii) individual committees (iii) individual Board members and (iv) chairperson’s feedback report, were shared by the

Nomination and Remuneration Committee with the Board. The criteria for evaluation of the Board Committees covered whether

the Committee has well defined objectives, the right composition and whether it delivers its objectives. The criteria for

evaluation of all the individual Directors included skills, experience and level of preparedness of the Directors, attendance and

extent of contribution to Board discussion and how the Director leverages his/ her expertise and networks to meaningfully

contribute to the Company. The criteria for the Chairman’s evaluation included leadership style, conduct of Board Meetings, etc.

The individual Board Member Feedback Report and overall Board Feedback Report was facilitated by Mrs. Anita Ramachandran,

Chairperson of the Nomination and Remuneration Committee, with the Independent Directors. The Independent Directors were

appreciative about the effective functioning of the Board, but also identified other areas which could show scope for

improvement. The feedback was shared with the Chairman and based on his evaluation, a Chairman’s Feedback Report was also

compiled.

Mr. J.N. Godrej, Chairman and Managing Director, other Whole-Time Directors, Mr. P. E. Fouzdar, Executive Vice President

(Corporate Affairs) and Company Secretary and Mr. P. K. Gandhi, Chief Financial Officer, are the Key Managerial Personnel of the

Company.

The Company has in place Internal Financial Controls (IFCs) within the meaning of Section 134(5)(e) of the Companies Act, 2013.

The Board believes that the Company has proper and adequate IFCs commensurate with the nature and size of its business,

business being dynamic and varied. The Board is seized of the fact that IFCs are not static but dynamic and evolve over time as

the business, technology, cyber security and fraud environment changes in response to competition, industry practices,

legislation, regulation and current economic conditions. The Company has an audit and review process in place to continuously

identify gaps and ensure that IFCs are strengthened on an ongoing basis.

As required under Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received from the

Operating Management, and after due enquiry, confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting

standards had been followed alongwith proper explanation relating to material departures;

The Board met seven times during the financial year 2016-17, viz., 29th April, 2016, 26th August, 2016, 27th September, 2016,

28th November, 2016, 31st January, 2017, 18th March, 2017 and 21st March, 2017.

The Company recognizes merit and continuously seeks to enhance the effectiveness of its Board. The Company believes that for

effective corporate governance, it is important that the Board has the appropriate balance of skills, experience and diversity of

perspectives.

Board appointments will be made on merit basis and candidates will be considered against objective criteria with due regard for

the benefits of diversity on the Board. The Board believes that such merit-based appointments will best enable the Company to

serve its stakeholders.The Board will review this Policy on a regular basis to ensure its effectiveness.

The Companies Act, 2013 provides for a major overhaul in the corporate governance norms for all companies in order to adopt

best practices on corporate governance and to make the corporate governance framework more effective. Pursuant thereto, the

Company was required to formulate Governance Guidelines on Board Effectiveness. As a part of the Board Effectiveness Review,

it was the responsibility of the Board to annually evaluate the individual Directors, the Board Committees and also the entire

Board as a whole. It was the responsibility of the Nomination and Remuneration Committee to organize the evaluation process

and determine the evaluation criteria/ framework for the Board and individual Directors, which would include the Chairman,

Independent Directors, Non-Independent Non-Executive Directors, the Managing Director and the Executive Directors.

The Non-Executive Directors received Sitting Fees and Commission in accordance with the provisions of the Companies Act, 2013.

12


8. ALTERATION IN THE OBJECTS CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:

9. SHARE CAPITAL

10. DEPOSITORY SYSTEM

11. FIXED DEPOSITS FROM MEMBERS (SHAREHOLDERS) & FROM PUBLIC:

Rupees in Crore

a. Deposits accepted during the year from Members and Public 410.50 b. Deposits from Public remaining unpaid or unclaimed as at the end of the year 5.08 c. Whether there has been any default in repayment of deposits or payment of interest thereon during the year, and if so, number of such cases and the total amount involved :- (i) at the beginning of the year - (ii) maximum during the year - (iii) at the end of the year - d. Details of deposits which are not in compliance with the requirements of Chapter V of the Companies

Act, 2013. -

12. TRANSFER OF UNCLAIMED AMOUNT TO THE INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”):

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with

the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud

and other irregularities;

(g) the annual accounts have been audited by the Company’s Auditors M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants,

and their report is appended thereto.

During the year under review, pursuant to Section 13 of the Companies Act, 2013, and approval of the Members of the Company

by way of a Special Resolution at the Extra Ordinary General Meeting of the Company held on 21st March, 2017, the Objects

Clause of the Memorandum of Association of the Company was altered by insertion of the new clause 7 (D) to deal with its assets

and property more specifically set out in the said clause.

During the year under review, the Hon’ble High Court of Judicature at Bombay by its Order dated 20th June, 2016 sanctioned the

Scheme of Amalgamation of Cartini India Limited (“Cartini”) with the Company.

Accordingly, the Company issued and allotted 15,538 Equity shares at par, credited as fully paid up, to the Members of Cartini,

whose names appear in the Register of Members of Cartini, on the Effective Date, i.e 1st August, 2016, in the ratio of 254 fully

paid equity share of Rs. 100 each of the Company for every 1,000 equity shares of Rs. 10 each held in Cartini.

The Company’s Equity Shares are available for dematerialisation through National Securities Depository Limited and Central

Depository Services (India) Limited. As on 31st March, 2017, 49.59% of the Equity Shares of the Company were held in

dematerialised Form.

The Company sends letters to all deposit holders, whose deposits or interest due thereon are unclaimed so as to ensure that they

receive their rightful dues. Efforts are also made to communicate with the deposit holders in cases wherein they have relocated

and failed to intimate the Company of the new address.

(e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls

were adequate and operating effectively;

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such

systems were adequate and operating effectively;

During the current financial year, the Company accepted/ renewed Fixed Deposits from its Members and from Public, in

accordance with the provisions of Sections 73 and 76, and other applicable provisions of the Companies Act, 2013 and the

Companies (Acceptance of Deposits) Rules, 2014.

(d) the Directors had prepared the annual accounts on a going concern basis;

The details relating to deposits in terms of Rule 8(5)(v) of the Companies (Accounts) Rules,

2014, are given hereinunder :

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that

are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of

the profit of the Company for the year ended on 31st March, 2017;

13


13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

14. PARTICULARS OF INVESTMENTS MADE, GUARANTEES PROVIDED AND LOANS GIVEN BY THE COMPANY:

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:There have been no material changes and commitments affecting the financial position of the Company, which have occurred between 31st March, 2017 and the date of this Report.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

17. INTERNAL CONTROL SYSTEMS:The Company maintains Internal Control Systems designed to provide reliable and timely financial and operational information,

ensure compliance with applicable laws and regulations, safeguard assets from unauthorized use or disposal, execute

transactions with proper authorization, and comply with corporate policies and procedures. Internal control framework ensures

the integrity of financial statements and eliminates the possibility of frauds and errors.

The bedrock of the Company’s Internal Control framework lies in its Code of Conduct, adequately and clearly laid down policies

and procedures, process automation, annual business planning process with management reviews, an organization structure

segregating responsibilities and the Risk Management framework.

The Company has adequate controls framed in the various processes which are tested for its design and effectiveness and no

material weaknesses are observed. The Internal Control system is designed to ensure that financial records are reliable for

preparing the Financial Statements. The internal and external Auditors review the framework of internal control over financial

reporting.

During the year, the Company had transferred a sum of Rs. 3,29,228 comprising of Deposits from public and Interest due thereon

to the IEPF, the amount which was due and payable but remained unclaimed and unpaid for a period of seven years as provided

in Section 125 of the Companies Act, 2013.

The details of loans, guarantees, and investments as required by the provisions of Section 186 of the Companies Act, 2013 and

the Rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company.

The Company has formulated a Related Party Transaction Policy for entering into transactions by the Company with related

parties, pursuant to the requirements of the Companies Act, 2013.

All transactions entered into during the financial year 2016-17 with related parties as defined under the Companies Act, 2013,

were in the ordinary course of business and on an arm’s length basis, details of which are given in the notes to the financial

statements, except transactions entered into by the Company with related parties referred to in Section 188(1) of the Companies

Act, 2013, which have been disclosed under item 1 of Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013

read with Rule 8(2) of the Companies (Accounts) Rules, 2014; the said Form AOC-2 is enclosed separately with this Report

(Enclosure 3). Since there have been no material contracts or arrangements or transactions on arm’s length basis, disclosure

under item 2 of Form AOC-2 is not applicable.

The Company has its own independent Internal Audit Department which is ISO 9001:2008 certified. The Internal Audit team

prepares an Annual Audit Plan based on the risk profile of the businesses of the Company. The Audit plan is approved by the

Audit Committee, which also reviews the compliance of the plan.

The Internal Audit team carries out periodic audits at all locations and of all functions and inter alia, tests the design, adequacy

and efficacy of Internal Controls Systems in the Company. It also evaluates the compliance of the accounting procedures and

policies. Significant observations of the Internal Audit reports including recommendations or improvements of business processes

are reviewed by the process owners who undertake corrective actions in their respective areas. The Audit Committee reviews the

Internal Audit report in each of its meetings and monitors the implementation of Audit recommendations.

There are no significant material orders passed by the regulators/ courts/ tribunals which would impact the going concern status

of the Company and its future operations.

14


18. RISK MANAGEMENT:

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

20. CORPORATE SOCIAL RESPONSIBILITY:The Corporate Social Responsibility (CSR) Committee as constituted by the Board of Directors of the Company, in accordance

with Section 135 of the Companies Act, 2013, comprises of Mr. V. M. Crishna, Chairman, Mr. J. N. Godrej, Mr. A. G. Verma, Mr. K.

M. Elavia and Mr. P. P. Shah.

The Company Secretary acts as the Secretary of the CSR Committee.

The Godrej Group has always aspired to be a responsible corporate citizen by pursuing business strategy for long-term growth

and strong financial position, to attain twin goals of member value enhancement and societal value creation. Since the

establishment of the Company’s business in 1897, the Godrej Group has been at the forefront of philanthropic and national

welfare activities.

In the context of CSR, it is worth noting that about 24% of the Company’s share capital is held by a public charitable trust which

ploughs back its annual dividend income to support a wide range of philanthropic activities. The Company, along with another

such trust, has protected, developed and maintained a large tract of mangrove forests, near its Vikhroli township for several

decades, which have served as a second set of lungs for the city. Yet another such trust has supported initiatives in healthcare

through its Godrej Memorial Hospital (NABH and NABL Accredited) at Vikhroli which aims to provide comprehensive quality

healthcare at affordable costs.

Immediately after the Company built factory premises to start its plants in Vikhroli, it set up Udayachal School in Vikhroli in 1955,

to focus on all-round development of the employees’ children. The School has been accredited with the International School

Award in recognition of the School incorporating global education into its curriculum and innovation into classroom teaching.

ERM framework has also been integrated with the Company’s strategy and planning process where emerging risk are used as

inputs. Risk Management concepts are also applied in “project” businesses, in contract management, cost estimation and project

selection for better project execution and profitability.

The Company has firmed up a strong base for successful risk management process by creating a risk infrastructure in the form of

ERM Executive Committee which meets periodically to review the risks and mitigation plan drawn by the various businesses and

functional risk teams. The individual Businesses/Functions are responsible for risk identification and mitigation plan who as risk

owners review and monitor the key risks to avoid unforeseen aberrations or detrimental events. For each of the risk identified,

corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting the

risks on a periodic basis. The ERM Executive Committee also helps to prioritize entity-wide risks and steer mitigation efforts in

line with the Company’s risk capacity and appetite which in turn are reported to the Audit Committee and the Board. The entire

process is independently reviewed by Internal Audit Department.

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as

required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is appended as

Annexure I to this Report.

The Company pursues a robust, structured and disciplined Enterprise Risk Management (“ERM”) framework to address and

manage the uncertainties associated with its business by aligning strategy, processes, people, technology and knowledge. The

ERM framework has evolved and is based on international standards. It is aimed at developing a system that supports risk

informed business decisions, strengthens risk resiliency with the intent of preserving as well as enhancing Members’ value. The

framework for ERM and the Risk management policy has been reviewed by the Audit Committee and has been approved by the

Board.

The CSR Committee met once during the year under review.

The Company continuously strives to attain world-class standards in its management of Environment, Occupational Health and

Safety by working closely with employees at all levels. The Company also strives to align its operations and activities with the

national mission on environmentally sustainable growth.

15


21. AUDIT COMMITTEE:

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

23. NOMINATION AND REMUNERATION COMMITTEE:

The Company has adopted the Code of Ethics & Business Conduct, which lays down the principles and standards that should

govern the actions of the Company and its employees. The Whistleblower Policy has also been formulated with a view to provide

a mechanism for employees of the Company to raise concerns of any violations of legal or regulatory requirements, incorrect or

misrepresentation of any financial statements and reports, etc. The Company is committed to adhere to the highest standards of

ethical, moral and legal conduct of business operations.

The Company Secretary acts as the Secretary of the Audit Committee.

As per the provisions of Section 177(9) of the Companies Act, 2013, the Company is required to establish an effective Vigil

Mechanism for Directors and employees to report genuine concerns.

The Audit Committee met four times during the year under review.

The Audit Committee had at its meeting held on 31st October, 2017, met with the Company’s Statutory Auditors and taken up

the review of the Audited Standalone Financial Statements and the Audited Consolidated Financial Statements for the financial

year 2016-17, for further approval of the Board and the Members of the Company.

The Godrej Group has developed a long-term vision, for playing an active part in creating a more inclusive and greener India,

called “Godrej Good & Green”; the Group aspires to create a more skilled workforce, a greener India, and innovate for good and

green products. For this purpose, specific goals at the Group level for 2020 have been spelt out, and focused activities are

planned by the Company to address environmental and business issues, and the needs of underserved populations.

Based on the recommendation of the CSR Committee, the Board has approved the CSR Policy of the Company, including the CSR

activities and the projects proposed to be undertaken by the Company, and its governance structure and the same is placed on

the website of the Company.

The Audit Committee as constituted by the Board of Directors of the Company, in accordance with the provisions of the

Companies Act, 1956, comprises of Mr. K. M. Elavia, Chairman, Mr. K. N. Petigara, and Mrs. A. Ramachandran. In accordance with

the provisions of Section 177 of the Companies Act, 2013 the scope and terms of reference of the Audit Committee have been

amended as mandated by the Companies Act, 2013. The Chief Financial Officer, Internal Auditor and Statutory Auditors of the

Company are the permanent invitees to the meetings of the Audit Committee.

The Company Secretary acts as the Secretary of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee met thrice during the year under review.

The Company has a Whistle-blower Policy in place to report concerns about unacceptable, improper and/or unethical behavior

and practices, actual/suspected frauds and violation of Company’s Code of Ethics and Business Conduct. For protected

disclosure and protection to the Whistle Blower, the policy provides for adequate safeguards against victimisation of persons

who avail the same, and provides for direct access to the designated Executive Director.

The Company has adopted the Code of Ethics & Business Conduct, which lays down the principles and standards that should

govern the action of the Company and its employees. The Company is committed to adhere to the highest standards of ethical,

moral and legal conduct of business operations.

The Company has disclosed information about the establishment of the Whistle Blower Policy on its website at the Weblink:

http://www.godrejandboyce.com/godrejandboyce/pdf/Whistleblower.pdf

The Nomination and Remuneration Committee as constituted by the Board of Directors of the Company, in accordance with the

provisions Section 178 of the Companies Act, 2013, comprises of Mrs. A Ramachandran, Chairperson, Mr. K. N. Petigara and Mr.

K. M. Elavia.

The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the CSR Report, which

is appended as Annexure II to this Report.

16

http://www.connect.godrej.com/corporate connect/ corporate policies/





















24. STAKEHOLDERS RELATIONSHIP COMMITTEE

25. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES :

Godrej Industries Limited ceased to be a subsidiary of the Company with effect from 30th March, 2017, consequently, Godrej

Consumer Products Limited, Godrej Agrovet Limited and Godrej Properties Limited and their down-stream subsidiaries ceased to

be subsidiaries/sub-subsidiaries of the Company with effect from that date.

During the financial year under review, the following changes have taken place :Pursuant to the Scheme of Amalgamation between Cartini India Limited (“Cartini”) and the Company (“the Scheme 1”), Cartini

amalgamated with the Company and stood dissolved without winding up vide Order of the High Court of Judicature at Bombay

dated 20th June, 2016, the certified true copy of which was filed with the Ministry of Corporate Affairs on 1st August, 2016 and

the Scheme 1 became effective from that date.

Godrej (Malaysia) Sdn. Bhd., a wholly-owned subsidiary of the Company voluntarily liquidated on 28th December 2016.

Pursuant to a composite Scheme of Arrangement and Amalgamation amongst Geometric Ltd; HCL Technologies Ltd.; and 3D PLM

Software Solutions Ltd; becoming effective from 2nd March, 2017 and thus Geometric Limited stood dissolved without winding

up with effect from 2nd March, 2017 and thus ceased to be an associate of the Company with effect from that date.

The Scheme of Amalgamation of Godrej Investments Private Limited (“GIPL”) with the Company (“the Scheme 3”) filed in

accordance with the provisions of Sections 230 to 232 of the Companies Act, 2013, with the National Company Law Tribunal,

Mumbai Bench (“NCLT”) came up for its final hearing on 23rd August, 2017, whereat the NCLT issued an Order sanctioning the

Scheme 3. In accordance with the directions of the NCLT, GIPL and the Company filed the certified copy of the Order with the

Ministry of Corporate Affairs (“the MCA”) on 18th September, 2017 respectively, and accordingly, the Scheme 3 became effective.

With effect from the Appointed Date, i.e. close of business hours as on 29th March, 2017, and upon the Scheme 3 becoming

effective, the whole undertaking of GIPL, alongwith all the assets and liabilities thereof, stood transferred to the Company to

belong to, and be managed by the Company, and GIPL stood dissolved without winding-up. Upon the Scheme 3 coming into

effect, 1,77,432 fully paid up equity Shares of Rs. 100 each of the Company held by GIPL are cancelled and in consideration and

as per the Scheme 3, 1,77,429 fully paid up equity Shares of Rs. 100 each of the Company were issued and allotted on 6th

November, 2017, to the shareholders of GIPL in the ratio of their holding in GIPL. Any fraction arising out of the allotment has

been rounded off to the nearest integer.

Godrej UEP (Singapore) Pte. Ltd. became an associate of the Company with effect from 30th November, 2016, being a Joint

Venture between Godrej Singapore Pte. Ltd., a wholly-owned subsidiary of the Company and Urban Electric Power Inc., USA.

The Company Secretary acts as the Secretary of the Stakeholders Relationship Committee.The Stakeholders Relationship Committee met twice during the year under review.

Pursuant to Scheme of Amalgamation between East View Estates Private Limited (“East View”), Firstrock Infrastructures Private

Limited (“Firstrock”) and Miracletouch Developers Private Limited (“Miracletouch”), wholly-owned subsidiaries of the Company

and the Company (“the Scheme 2”), East View, Firstrock and Miracletouch amalgamated with the Company and stood dissolved

without winding up vide Order of the High Court of Judicature at Bombay dated 8th July, 2016, the certified true copy of which

was filed with the Ministry of Corporate Affairs on 18th August, 2016 and the Scheme 2 became effective from that date.

The Stakeholders Relationship Committee as constituted by the Board of Directors of the Company, in accordance with the

provisions of Section 178 of the Companies Act, 2013, comprises of Mr. K. N. Petigara, Chairman, Mr. K. M. Elavia. During the

financial year under review, Mr V.M. Crishna was appointed as a Member of the Stakeholders Relationship Committee, in place

of Mr P.D. Lam and Mr. K.A.Palia who had ceased to be Directors of the Company w.e.f. 1st April, 2017 and consequently ceased

to be members of the Stakeholders Relationship Committee.

In terms of Section 129 of the Companies Act, 2013, the consolidated financial statements have been prepared by the Company

in accordance with the applicable accounting standards, and form part of this Report. A statement containing the salient features

of the financial statements of the Company’s subsidiaries, joint ventures and associates, in Form AOC-1 as required under Rule 5

of the Companies (Accounts) Rules, 2014 forms part of the notes to the consolidated financial statements, and provides details

on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the

consolidated financial statements.

17


27. AUDITORS:

28. COST AUDITORS:

The Scheme of Amalgamation of Busbar Systems (India) Limited (“Busbar”) and Mercury Manufacturing Company Limited

(“MMCL”) with the Company (“the Scheme 4”) filed in accordance with the provisions of Sections 230 to 232 of the Companies

Act, 2013, with NCLT Mumbai Bench, NCLT, Bengaluru Bench and NCLT, Chennai Bench came up for its final hearing on 23rd

August, 2017, on 16th October, 2017 and on 14th September, 2017, respectively, whereat the respective NCLT issued Orders

sanctioning the Scheme 4. In accordance with the directions of the NCLT respective benches, the Company filed certified copies

of the Orders with the MCA on 3rd October, 2017 for MMCL and on 28th October, 2017 for Busbar. Accordingly, the Scheme 4

became effective. With effect from the Appointed Date, i.e. 1st April, 2016, and upon the Scheme 4 becoming effective, the whole

undertaking of Busbar and MMCL, alongwith all the assets and liabilities thereof, stood transferred to the Company to belong to,

and be managed by the Company, and Busbar and MMCL stood dissolved without winding-up.

Hence, pursuant to the provisions of the Companies Act, 2013, the Company is required to appoint new Statutory Auditors.

In accordance with Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s Kalyaniwalla & Mistry LLP,

Chartered Accountants (Firm Regn. No. 104607W/W100166), Mumbai, were appointed as Statutory Auditors to hold office from

the conclusion of the 83rd Annual General Meeting (“AGM”) till the conclusion of the 86th AGM (i.e. the forthcoming AGM of the

Company).

Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, and the Companies

(Cost Records and Audit) Rules, 2014 the Board of Directors on the recommendation of the Audit Committee, had appointed

M/s. P. D. Dani & Associates, Cost Accountants and Mr. A.N. Raman, Cost Accountant, as the Cost Auditors of the Company for

the financial year ended 31st March 2017, for conducting the audit of the Cost Records for the applicable products and services.


2014, the Board of Directors on the recommendation of the Audit Committee, approved the appointment of M/s. P. D. Dani &

Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year ending 31st March 2018, to conduct the

audit of the cost records of the Company in respect of Appliances, Vending Machines and Electric Motors businesses, at a

remuneration of Rs. 17,00,000 (excluding all taxes and reimbursement of out-of-pocket expenses).


2014, the Board of Directors on the recommendation of the Audit Committee, also approved the appointment of Mr. A.N.

Raman, Cost Accountant, as the Cost Auditors of the Company for the financial year ending 31st March 2018, to conduct the

audit of the cost records of the Company in respect of Construction, Electricals & Electronics, Material Handling Equipment,

Aerospace, Process Equipment, Precision Engineering, Toolings, Interio, and Security Solutions businesses, at a remuneration of

Rs. 23,00,000 (excluding all taxes and reimbursement of out-of-pocket expenses).

The Audit Committee at its Meeting held on 31st October, 2017, unanimously approved to recommend to the Board, the

appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, ICAI Registration No. 117366W/W- 100018, Mumbai, as the

new Statutory Auditors to hold office from the conclusion of this 86th AGM on 24th November, 2017, until the conclusion of the

91st AGM to be held in the year 2022, at a remuneration as may be approved by the Board. The Board, at its meeting held on 6th

November, 2017, approved the recommendation of the Audit Committee.

Deloitte Haskins & Sells LLP, Chartered Accountants have confirmed that their appointment, if made, would be within the limits

specified under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as Statutory

Auditors in terms of the provisions of Section 139(1), Section 141(2) and Section 141(3) of the Companies Act, 2013 and the

provisions of the Companies (Audit and Auditors) Rules, 2014. The Board of Directors recommends to the Members the

appointment of Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by Kalyaniwalla & Mistry LLP, Statutory

Auditors, in their Report.

The Board places on record, its appreciation of the contribution of M/s Kalyaniwalla & Mistry LLP, Chartered Accountants, during

their tenure as the Statutory Auditors of the Company.

As stated earlier, in this Report, the Company has been granted extension of three months by the Ministry of Corporate Affairs,

for holding the Annual General Meeting, upto 30th December, 2017 for the financial year ended 31st March, 2017. In view of this

matter, the Company also made an application to Cost Audit Branch, Ministry of Corporate Affairs New Delhi, seeking extension

of time upto 30th December, 2017 w.r.t. submission of the Cost Audit Report. Accordingly, the Cost Audit Reports will be filed

with the Central Government in due course.

18


29. SECRETARIAL AUDITORS:

30. FRAUD REPORTING:

31. PARTICULARS OF EMPLOYEES:

32. POLICY TO PREVENT SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:


J. N. GODREJChairman & Managing DirectorDIN: 00076250

Mumbai, 6th November, 2017Registered Office:

Pirojshanagar, Vikhroli,Mumbai 400 079.

Disclosures of details with respect to the remuneration of employees as required under Section 197 of the Companies Act, 2013

and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are separately enclosed

with and form part of this Report. (Enclosure 4).

The Company is deeply committed to the creation and maintenance of an atmosphere where every employee is treated with

dignity and respect and afforded equitable treatment. It strives to create conditions in which employees can work together

without fear of sexual harassment, exploitation or intimidation.

The remuneration of the Cost Auditors is required to be ratified by the Members of the Company at the ensuing Annual General

Meeting.

During the year under review, the Board appointed M/s. A N Ramani & Co., Practising Company Secretaries, to conduct

secretarial audit of the Company for the financial year 2016-17. The Secretarial Audit Report in terms of Section 204 of the

Companies Act, 2013, issued by them is annexed and marked as Annexure III to this Report. There are no qualifications,

reservations or adverse remarks or disclaimers made by M/s. A N Ramani & Co., Practising Company Secretaries, in their

Secretarial Audit Report.

In accordance with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors on the recommendation of the

Audit Committee, has appointed M/s. P D Dani & Associates, Cost Accountants as the Lead Cost Auditors and Mr. A.N. Raman,

Cost Accountant, Cost Auditor of the Company for the financial year ending 31st March, 2018.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year

ended 31st March, 2017, except in respect of a fraud on the Company amounting to about Rs. 19 crore, committed by employees

of a line of business in collusion with third parties, for which Management has taken appropriate remedial measures. The

statements made by the Auditors in their Report are self-explanatory and need no further comments.

As per the requirements of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013, the Company has instituted a Policy on Prevention of Sexual Harassment at the Workplace (Policy) and

under the purview of the same a Complaints Committee (“the Committee”) has also been formed. Since there were no

complaints during the year, the Committee filed a NIL complaints report with the concerned authorities, in compliance with

Section 22 of the above-mentioned Act.

19


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(information pursuant to Section 134(3)(m) of the Companies Act, 2013)

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy

1. Installation of screw compressor chillers for energy efficient HVAC (Heating Ventilation and Air-Conditioning)

with associated controls like VFDS (Variable Frequency Drive Systems) and modulating valves controlled by BMS

(Building Management Systems).

2. Installation of turbo ventilators at rooftop and translucent sheets for natural day lighting.

3. Installation of LED tube lights, high bay light, down lights, 2X2 LED fixtures, LED street light and light pipe units.

4. Installation of hydraulic power pack with servo motor and replacement of conventional heating with IR

(Infrared) heating.

5. Use of low temperature chemical to eliminate heating requirement at PT (Phosphating) line and refurbishment

of powder coating oven.

6. Distribution of LED lamp, energy efficient fan under UJALA scheme during world environment day through EESL

(Energy Efficiency Services Limited).

7. Celebration of energy conservation week, earth hour, posting green tips/facts on Godrej intranet to spread the

energy conservation awareness.

8. Conducted energy audit at various location and participation of businesses in Green Co Certification.

ii.(ii) The steps taken for utilising alternate sources of energy

1. Installation of solar water heating system for canteen & colony premises.

2. Installation of rooftop solar PV (Photovoltaic) at plants.

3. Purchase of solar power for offsite locations.

4. Use of Solar pumping system for utilities.

5. Use of battery operated electric forklift at shop floor.

iii.(iii) The capital investment on energy conservation equipment

1. Installation of real time compressed air monitoring system and energy efficient air compressor.

2. Installation of VFD (Variable Frequency Drive) on machines, pumps, blowers and AHU (Air Handling Unit).

3. Installation of hydraulic power pack with servo motor.

4. Installation of Green supply chain for vendors & suppliers.

B. TECHNOLOGY ABSORPTION

i.(i) The efforts made and the benefits derived from technology absorption

1. Development of high energy efficient Inverter AC with 5300W capacity, 5.25 ISEER (Indian Seasonal Energy

Efficiency Ratio) and eco-friendly R290 refrigerant which fulfils EESL (Energy Efficiency Services

Limited) requirements.

2. Development of new range of 4-star energy efficient Inverter for top freezer of frost free refrigerators – SPIN

Series.

3. Development of complete range of plug and play HVAC (Heating Ventilation and Air-Conditioning) and BLDC

(Brushless Direct Current Motor Technology) motors for Ductable and VRF (Variable Refrigerant Flow) Aircon

units for silent operation and energy efficiency.

4. Development of efficient, indigenously built, low voltage AC induction motors on stackers and forklift trucks.

5. Development of vacuum formed covers for forklift trucks.

ANNEXURE I TO THE DIRECTORS' REPORT

20


6. Development of rack collapse warning system with tilt sensor based embedded device for giving warning of

rack condition during hazards like earthquake.

7. Development of embedded system based on light assisted picking system to enhance picking efficiency of

distribution centres (retail / e-commerce segments).

8. Development of special vacuum pump motor for submarine application and process development of

encapsulation of motor windings with resins.

9. Development of storage and retrieval system for Sheet metal storage & Die/Mould storage for shop floor

applications.

ii.(ii) The details of technology imports and absorption

1. Development of design and manufacturing for mobile shelving under carriage & drive unit with Itoki

Corporation, Japan.

2. Development of technology for fast cooking using steam purging, co-development of machines done with

Godrej Veromatic.

3. Development of oats machine for Marico for faster and efficient cooking.

4. Development of intelligent warehouse management platform with software partner to add intelligence in

warehousing operations. Branded as i-store pro, this platform enables bundling of smart devices like Bar code /

RFID (Radio Frequency Identification) / other IoT (Internet of things) devices with racking systems to enhance

operations like location management, inventory count, put-away guidance and picking guidance.

5. Development of Permanent Magnet Synchronous Motors up to 5HP which confirms upto IE4 efficiency standard.

6. Development of complete range of material handling equipment such as forklifts & pallet trucks- electrical

vehicles from 1.2 kW to 15 kW capacity.

7. Development of BLDC (Brushless Direct Current Motor Technology) motors and controllers for refrigerators-

including direct cool and frost free types and suitable motor control system for latest 5-star energy rating.

8. Development of Defender Aurum Safe, Secunex Locker, Goldilocks, S2 safe with Handle, Legacy Safe, Zeus

Filing Cabinet, Apollo Data Cabinet, Fortune Depository, Sofisti Safes and Auto Vault Lockers.

9. Development of novel vertical bin / box conveying system which eliminates limitations of existing systems like

Scissor lift, Vertical Reciprocating conveyors with respect to large floor space needed.

iii.(iii) During the year under review, the Company spent Rs. 39.06 crore on Research & Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company’s foreign exchange earnings and outgo for the year amounted to Rs. 1,372.33 crore and Rs. 602.90 crore respectively.

21


Annual Report On Corporate Social Responsibility Activities

[ (as prescribed under Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy)

Rules, 2014 ]

1. CSR Reporting Framework

We, Godrej & Boyce Mfg Co. Ltd (G&B), are happy to present to you our third CSR compliance report. We have continued

to work with integrity, have trust, service to mankind, respect for each other and conserving environment to pursue our

vision of Godrej being in every home and workplace. We strive for enriching the quality of life, every day and everywhere.

We grow with our values system, inculcating it in our CSR and Sustainability initiatives. The CSR projects undertaken are in

line with Godrej Group’s Good & Green goals and the areas of intervention specified in the Schedule VII of the Companies

Act, 2013.

This annual report presents our approach towards new initiatives which is gaining momentum like community

development and work done in employability by following our CSR philosophy, highlighting our commitment to our

stakeholders. This report mentions about CSR committee, its role and responsibilities, taskforces and monitoring and

review by them, project details including budgets and total spends.

2. Outline of CSR Policy

2.1. Objective of CSR Reporting

At G&B, our CSR policy applies to all activities that are undertaken as part of our Good & Green goals. In Godrej Good &

Green, the focus is on increasing the employability of underprivileged youth through vocational training thus improving

their socio-economic condition, go green by creating a greener India to encourage a sustainable approach towards

business, and innovating environment-friendly and /or solutions benefiting bottom of the pyramid. In the year 2014-15 we

have started community development initiatives around the area of operations in Maharashtra, Punjab and Uttarakhand

as it is critical to build sustainable communities by addressing their needs in the area of livelihood, environment, health &

sanitation and education that is aligned to schedule VII of the Companies Act, 2013.

While this CSR policy is drafted as per the Godrej Groups’ Good and Green policy, it includes the CSR programs that meets

the requirement of the CSR Rules as per the Section 135 of the Companies Act, 2013.

The G&B CSR Policy is available in the Company’s website:

http://www.godrejandboyce.com/godrejandboyce/corpPolicies.aspx?id=16&menuid=929

2.2 CSR Committee

This committee comprises of the following members:

1. Mr. Jamshyd N. Godrej, Chairman and Managing Director, Godrej & Boyce Mfg. Co. Ltd

2. Mr. V. M. Crishna, Executive Director, Godrej & Boyce Mfg. Co. Ltd, (Chairman of CSR Committee)

3. Mr. Anil G. Verma, Executive Director,Godrej & Boyce Mfg. Co. Ltd

4. Mr. Pradip Shah, Independent Director, Godrej & Boyce Mfg. Co. Ltd

5. Mr. Keki Elavia, Independent Director,Godrej & Boyce Mfg. Co. Ltd

The Company Secretary serves as the Secretary of the CSR Committee.

ANNEXURE II TO THE DIRECTORS' REPORT

22

http://www.godrejandboyce.com/godrejandboyce/corpPolicies.aspx?id=16&menuid=929


2.3 Responsibilities

1. Formulate and update G&B CSR Policy, and have it approved by the Board of G&B.

2. Suggest areas of intervention to the Board of G&B.

3. Approve projects that are in line with the CSR Policy.

4. Put monitoring mechanism in place to track the progress of each project.

5. Recommend the CSR budget and expenditures to the Board of G&B, for approval.

6. Meet twice a year to review the progress made.

2.4 Task Forces

Project specific task forces are constituted for implementation and monitoring of the CSR projects. The task forces

would be responsible for carrying out day-to-day operations of CSR and will submit reports to the CSR Committee

for the bi-annual review meetings.

2.5 CSR Budget & Expenditures

1. Average net profit of last 3 years: Rs. 253 crore

2. Calculated 2% spend for the current financial year: Rs. 5.07 crore

3. Amount spent during the current financial year: Rs. 5.07 crore

4. Amount unspent of the recommended 2% budget, if any: Rs. Nil

* includes budget and expenditure of Busbar Systems (India) Limited, a Wholly-Owned Subsidiary which

was amalgamated with G&B.

23


Details of the expenditures incurred by G&B during the current financial year 2016-17

(Amount in Rs. Lakhs)

CSR Project

Activity

Sub activity for CSR Sector in which

the project is

covered

1) Local area

2) State /district 3)

project or

programme

Institute/

organization

/ person

involved

Amount

outlay

(Budget)

Project or

Programme

wise

Amount spent

on projects,

1) Direct

expenditure

2)Overheads,

Total

expenditure in

the

corresponding

area

Cumulative

expenditure

up to the

reporting

period

Amt spent direct

or through the

implementing

agency

Audit

proof

available

A. Livelihood

i. Disha Vocational Skill

training for Rural &

Urban youth in

trades like –Fitter,

Welder, Machinist,

RAC, Flt Driver, FST,

Lock ST Stipend

cost of government

apprentices

Employment

enhancing

vocational skills

development

88 cities, 20 states,

across india

(Schedule A: List of

States & Cities)

30 Pvt VTC

& 51 Govt

partners

(Schedule B

& D)

226 235.2 235.2 235.2 138.49L

implementng

Agency

79.30L Direct

expense

Invoices

& Bills

ii.Rural

develop-

ment

Women

Empowerment,

SHG Formation, Eco

-

Tourismdevelopme

nt, Agriculture

scheme

awaremess,

Surveys,

Livelihood

enhancement

projects

Shirwal (Satara),

Khalapur (Raigad),

Kudal (Sindhudurg)

Bhiwandi (Thane)

Maharashtra,

Bhagwanpur

(Haridwar),

Uttarakhand,

Madkai(Goa),

Dahej, Vadodara

(Gujrat)

Partners,

Villagers,

CSR team

members

(Schedule C)

30 40.59 40.59 40.59 40.59L 26 L

through

implementing

agency

14.59 L direct

expense

Invoices

& Bills

B. Support

educationUplifting education,

Sanitation &

cleanliness in rural

schools, career

guidance, E-

learning, Science

lab, Activity based

learning, Model

school

Promoting

Education

Shirwal

(Satara),Khalapur

(Raigad),

Kudal(Sindhudurg)

Bhiwandi(Thane)

Maharashtra,

Bhagwanpur

(Haridwar),

Uttarakhand,

Madkai(Goa),

Dahej,

Vadodara(Gujrat)

Govt

Schools,

villagers,

partners

(Schedule C)

82 67 67 67 67 L 21

L through

implementing

agency 46

L direct

expense

Invoices

& Bills

C.

Promoting

Health Care

Preventive health

checkups, safe

drinking water,

awareness, Waste

water

management,

renovation of

washrooms, road

pathway for safety

Promoting

preventive

health care

Shirwal(Satara),Kh

alapur (Raigad),

Bhiwandi(Thane),

Kudal(Sindhudurg),

Maharashtra,

Bhagwanpur,

Uttarakhand,

Madkai, Goa,

Chennai (Tamil

Nadu)

Hospitals

Villagers,

partners

(Schedule

C&D)

110 107 107 107 107 L 91

L Through

implementng

Agency 18L

direct expense

Invoices

& Bills

D. Environ-

mentTree plantation,

rain water

harvesting,

environment

awareness

ensuring

environmental

sustainability,

ecological

balance

Shirwal(Satara),Kh

alapur (Raigad),

Maharashtra

Water

Organizatio

n Trust

Resources

(WOTR)

Partners,

villagers,

(Schedule

C&D)

30 28 28 28 28 L 24

L Through

implementng

Agency 4L

direct expense

Invoice

/receipts

24


CSR Project

Activity

Sub activity for CSR Sector in which

the project is

covered

1) Local area

2) State /district 3)

project or

programme

Institute/

organization

/ person

involved

Amount

outlay

(Budget)

Project or

Programme

wise

Amount spent

on projects,

1) Direct

expenditure

2)Overheads,

Total

expenditure in

the

corresponding

area

Cumulative

expenditure

up to the

reporting

period

Amt spent direct

or through the

implementing

agency

Audit

proof

available

E. CSR

OverheadSalary, Travel CSR

management

Mumbai, Dedicated

CSR

Resource,

Project

Mgmt

26 26 26 26 26 Invoices

/Salary

slips

Other details of coverage and partners are given in Schedules A,B,C and D attached to this report.

3. Responsibility Statement

For Godrej & Boyce Mfg Co. Ltd

J. N. Godrej V.M. Crishna

Chairman & Managing Director Chairman of the CSR Committee

Through this report, G&B seeks to communicate its commitment towards CSR to the Ministry of Corporate Affairs. The Board of the Company and the CSR Committee are responsible

for the integrity and the objectivity of all the information provided in this report. In alignment with our Good & Green goals provided in our CSR Policy, all projects reported have been

selected based on careful consideration of the extent to which they create sustainable outcomes in the communities around the area of operations. We have understaken measures to

ensure these projects are implemented in an effective and efficient manner so that they are able to deliver maximum impact. In line with the Companies Act, 2013, we have also

instituted monitoring mechanisms to track the progress of projects and ensure their smooth implementation.

The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

25


State presence 20

City presence 88

Sr. No. State No of training centres Cities/town/district

1 Andhra Pradesh 2

2 Assam 3 Guwahati (2), Palakkad

3 Bihar 1 Joypur

4 Chattisgarh 1 Ambikapur

5 Daman and Diu 1 Daman

6 Dadra and Nagar Haveli 1 Silvasa

7 Delhi 2 Delhi

8 Goa 1 Corlim (North Goa)

9 Gujarat 4

10 Jharkhand 1 Jamshedpur

11 Jammu & Kashmir 1 Jammu & Kashmir

12 Karnataka 25

13 Madhya Pradesh 1

14 Maharashtra 24

15 Odisha 5

16 Punjab 3 Ludhian, Lalru, Mohali

17 Tamil Nadu 2

18 Tripura 1 Agartala

19 Uttar Pradesh 2

20 West Bengal 7

Total 88

Bandra, Kurla, Borivali, Nirmal -Vasai, Mumbra, Tokawade,

Ambernath, Shahapur, Wadavali, Vavoshi, Utroli,

Chinchwad, Karjat, Walwanda, Sakwar, Nagpur, Thane,

Dahanu, Malegaon, Bhayander, Pune


DETAILS OF CSR EXPENDITURE INCURRED DURING THE YEAR

Schedule A: List of States and Cities

Hyderabad, Vishakhapattanam

Bhubaneshwar (Jatani), Cuttack, Paralakhemundi, Balangir,

Raygada

Egmore, Padappai

Najafgarh, Lucknow

Liluah, Vitalpura, Siliguri, Kolkata, Bherampore, Contai,

Barasat, Asansol, Park Circus, Krishna nagar

Chamarajnagar, Chitradurga, Gulbarga, Kankapura,

Bangalore, Kote, Bellary, Hubli, Vitalpura,

Vaghaldhara, Narukot, Valsad, Gandhinagar

Bhopal

26


Sr. No. Name of the Disha Partner Address HO Trades No of

locations1 Ambuja Cement Ambuja Cement Foundation, S-17

Near 8 Rasta Chauk, Laxmi Nagar,

Nagpur- 440 022 (0712) 2250173

Refrigration& Air Conditioning (RAC) 2

2 Don BoscoYuva Kendra,

Central

Don Bosco yuva Kendra, Nangloi

Road, near Holy Cross School,

Najafgarh - 110 043

Welding, Fitter, Refrigration& Air Conditioning

(RAC)

6

3 Don Bosco Tech- Western

Province

Don Bosco Centre for Learning(DBCL),

Premier Automobiles Road,

KurlaWest, Mumbai 400070

Welding, Fitting, Electricial 6

4 Fr. Agnel Agnel Technical Education

Complex,Fr. AgnelAshram,

BandStand, Bandra West, Mumbai-

400050

Welding, Fitting, Electrical, RAC 11

5 Gram Tarang Employability

Training Services Pvt. Ltd./

Centurion University

HIG-5, Phase-I, BDA Duplex,

Pokhariput, Bhubaneshwar- 751020

Fitting, Welding, Refrigration& Air Conditioning

(RAC), CNC Operator, Diesel forklift, Furniture

service, VMT

7

6 George Telegraph Training

Institute

31A, S. P. Mukherjee Road, Kolkata-

700 025

Refrigration & Air Conditioning (RAC) 6

7 LaurusEdutech LaurusEdutech Life skills Pvt Ltd,

DP 110, 2nd phase, F19, Ambattur

Industrial Estate, Chennai -600058


8 RK Mission Sakwar, Dahanu. Electricial 1

9 Art of Living SSRDP (Sri Sri

Rural Development

Program)

Art of Living Foundation, 21st km,

Kanakpura Road, Udaipalia,

Bangalore, Karanataka


10 Vaghaldhara Vibhag

Kelavni Mandal

VaghaldharaVibhagKelavni Mandal,

Vocational Training Centre,

Vaghaldhara 396375,Taluka & District

Valsad,Gujarat

Welding, Advance welding, CNC operator,Fitter,

Plumbing, Refrigration & Air Conditioning (RAC)

1

11 Montfort Brother of St. Gabriel Educational

Society, MontfortBhavan, Provincial

House, 116-862, Red Hills,

Hyderabad, Andhara Pradesh 500004

Refrigration& Air Conditioning (RAC), Electrician 3

Schedule B: List of Disha Partners and Disha ITI Lists


DETAILS OF CSR EXPENDITURE INCURRED DURING THE YEAR

27


Sr. No. Name of the Disha Partner Address HO Trades No of

locations12 Myrada No.2, Service Road,Domlur layout,

Bangalore- 560071

Welding, Basic woodworking, Masonry &

plastering, Plumbing.

22

13 Atul IVE C.K.Park, Prasar Row House, Par

River, N.H.No 8, Atul-396020,

Valsad, Gujrat,

Electricial 1

14 Rustomjee Rustomjee Academy for Global

Careers Pvt. Ltd, Near ESIC

Hospital, Ambika Nagar, Wagle

Estate, Thane (W) 400 602

Electricial 2

15 LokBharti Skilling Solutions

Pvt. Ltd.

46, Janpath, New Delhi - 110001 Masonry & plastering, Plumbing, shuttring

carpentry

2

16 UttanKrishiSanshodhanS

antha

Keshavsrushti, Uttan Road,

Bhayandar (W)

Horticulture 1

17 Indo German Institute Vishakhapattnam Refrigration & Air Conditioning 1

18 Sure tech Education Jamal Manzal, Opp. Cooperative

Arts College, Main Road,

Olavakode, Palakkad


19 Aditya Birla Skills

Foundation

Delhi Refrigration & Air Conditioning (RAC) 1

20 SSRDP Sri Sri Rural Development Program

(SSRDP) -Jammu


21 Bangalore Electronic

Services

309, 1st floor, 10th Cross, Wilson

Garden, Bangalore 560027

Karnataka


22 MsRamaiah Polytechnic MSRP -MSR Nagar, MSRIT Post,

Bangalore- 560054


23 Morning Star Bhopal (New) Refrigration& Air Conditioning (RAC) 1

24 Future Sharp Future retail home office,tower

C,247 park, L.B.S Marg, Vikroli

west, Mumbai 400083


25 Pratham Pratham, Mumbai Refrigration& Air Conditioning (RAC) 1

26 Fun first Fun first –Mumbai Refrigration& Air Conditioning (RAC) 1

27 National Institute of

technology

Mohali Refrigration& Air Conditioning (RAC) 1

28 Univeral Institute of

Engg& technology

Lalru Refrigration& Air Conditioning (RAC) 1

29 Dhaanish Ahmed

College of Engg

Vanchuvancherry, Padappai, Refrigration& Air Conditioning (RAC) 1

28


S.No ITI Trade City/District State Division

Fitter Thane Maharashtra

Welding Thane Maharashtra

Sheet Metal Thane Maharashtra SSD

2 ITI Borivali Welding Mumbai Maharashtra Corporate training center

Fitter Mumbai Maharashtra

Welding Mumbai Maharashtra


Welding Thnae MH

5 ITI Nehrunagar Welding Mumbai Maharashtra Corporate training center



Machinist Thane Maharashtra

Turner Thane Maharashtra

7 ITI Kannur RAC Kannur Kerela Godrej Appliace-RAC

8 ITI Govt. RAC Chandigarh Punjab Godrej Appliace-RAC

9 ITI Lalru RAC Lalru Punjab Godrej Appliace-RAC

10 ITI Merut RAC Meerut Uttar Pradesh Godrej Appliace-RAC

11 ITI Boys town RAC Hyderabad Telengana Godrej Appliace-RAC

12 Shrimati Techno RAC Kolkata West Bengal Godrej Appliace-RAC

13 ITI Govt. Hubli RAC Bangalore Karnataka Godrej Appliace-RAC

14 ITI RVVS, Davangeri RAC Davangere Karnataka Godrej Appliace-RAC

15 ITI Ajmera RAC Jaipur Rajasthan Godrej Appliace-RAC

16 ITI Karad RAC Pune Maharashtra Godrej Appliace-RAC

17 Govt. ITI RAC Jaipur Rajasthan Godrej Appliace-RAC

18 ITI Charbagh RAC Lucknow Uttar Pradesh Godrej Appliace-RAC

19 ITI Rajguru RAC Khed Maharashtra Godrej Appliace-RAC

Fitter Satara Maharashtra

Tool &Die Maker Satara Maharashtra

Fitter Satara Maharashtra

Electricial Satara Maharashtra

22 ITI Wai Electronics Satara Maharashtra Lawkim

23 ITI Sangli Diesel Mechanic Sangli Maharashtra Material Handling

24 ITI Dharavi Diesel Mechanic Mumbai Maharashtra Material Handling

Diesel Mechanic Mumbai Maharashtra Material Handling

Turner Mumbai Maharashtra

Machinist Mumbai Maharashtra

Electro plater Mumbai Maharashtra

Sheet Metal Mumbai Maharashtra SSD

21

25

1

3

4

6

20 Satara ITI Lawkim

ITI Lonand Lawkim

ITI Byculla

Godrej Aerospace

Schedule C: DISHA ITI List

ITI Thane Corporate training center

Tooling

ITI Kalyan Corporate training center

ITI Mandvi Corporate training center

ITI Ulhasnagar Corporate training center

29


S.No ITI Trade City/District State Division

Diesel Mechanic Thane Maharashtra Material Handling

Turner Thane Maharashtra




Tool & Die Maker Thane Maharashtra



Sheet Metal Thane Maharashtra SSD

27 ITI Vidyavihar Welding Mumbai Maharashtra Process Equipment

Welding Mumbai Maharashtra Corporate training center

Machinist Mumbai Maharashtra Precision Engineering

29 ITI Chinchwad Fitter Pune Maharashtra Godrej PRIMA

30 ITI Ambattur Fitter Chennai Tamil Nadu Storage Solutions

31 ITI Panvel Machinist Raigad Maharashtra Tooling

32 ITI Kurla Fitter Mumbai Maharashtra Corporate training center

33 ITI Govandi Welding Mumbai Maharashtra Corporate training center

34 ITI Jawhar Welding Thane Maharashtra Corporate training center

35 ITI Jawhar Welding Thane Maharashtra Corporate training center

36 Govt Polytechnic RAC Mumbai Maharashtra GVTS

37 ITI Govt. Panipat RAC Panipat Hariyana GVTS

38 Govt. ITI, Narender NagarRAC Dist -Sonipat Hariyana GVTS

39 khichiripur ITI RAC Delhi Delhi GVTS

40 Kakatiya ITI RAC Hyderabad Andhra GVTS

41 UNITY ITI Lucknow RAC Lucknow Uttar Pradesh GVTS

42 ITI-Rewari (women) RAC Rewari -Patudi Rd Hariyana GVTS

43 Mangalore ITI RAC Mangalore karnataka GVTS

44 Udipi ITI RAC Udipi Karnataka GVTS

45 Aloysius ITI RAC Mangalore karnataka GVTS

46 Trinity ITI RAC Karnataka karnataka GVTS

47 Kubernagar ITI RAC Ahmedabad Gujrat GVTS

48 Maninagar ITI RAC Ahmedabad Gujrat GVTS

49 BHUSHAN ITI RAC Jaipur Rajsthan GVTS

50 Kalka ITI RAC Chandigarh Punjab GVTS

51 ITI Kharkhoda -Matindu RoadRAC Dist -Sonipat Hariyana GVTS

26

28

ITI Ambernath

Godrej Aerospace

Tooling

Corporate training center

ITI Mulund

30


Sr.

No. Partners Address of Head office Partnership Pillars Area of intervention

1 WOTR "Paryavaran" Behind Market

Yard, Sarasnagar Rd,

Ahmednagar, MH 414001

Knowledge & project

Implementation

Health &

Sanitation

Waste water

Management

2 Greenway

Grameen Pvt. Ltd.

805, 2, LodhaSupremus,

SenapatiBapat Marg, Railway

Colony, Lower Parel, Mumbai,

Maharashtra 400013

Project

Implementation

Health &

Sanitation

Smokeless Chulha

3 Bharti Vidyapeeth

University

LBS Road, 13 Sadashiv Peth, Next

to Alka Talkies, Pune,

Maharashtra 411030

Knowledge partner Environment Environment

Awareness

4 Agnel Institute of

technical training

&

entrepreneurship

Agnel Technical Education

Complex,Fr.

AgnelAshram,BandStand,Bandra

West,Mumbai-400050

Project

Implementation

Livelihood Welding,Fitting,

Electrical

5 Urmee (Urban

Rural

Management

Empowerment &

Establishment)

15-A, Bhale Estate, Behind

Pratham Motors, Mumbai-Pune

Road, Wakdewadi, Pune-411003

Project

Implementation

Education Promoting

Education

6 Idea Foundation IDEA, Flat No 10, Fountain Head

Apartment, Opp. Karishma

Society, Kothrud, Pune 411038,

Ph. No. 09890119732

Project

Implementation

Education Promoting

Education

7 Idobro 121, East West Industrial Estate,

Andheri-Kurla Road, Safed Pool,

Mumbai – 72

Project

Implementation

Surveys Surveys

8 Karve Institute of

Social Studies

No 18, Hill Side, Karve Nagar,

Behind Vana Devi Temple, Pune,

Knowledge & project

Implementation

Surveys Surveys

9 Navneet Navneet Education Limited

NavneetBhavan, Bhavani Shankar

Road, Dadar (W).Mumbai -28.

India.

Project

Implementation

Education e-learning

10 NABARD No. 54, Wellesly Road, Shivaji

Nagar, Pune, Maharashtra

411005

Financial Support

partner

Consultant Watershed

11 Sevamob B-5, TEZ KUMAR PLAZA,

TrilokNath Road, HAZRATGANJ,

Lucknow PIN -226001

Project

Implementation

Health &

Sanitation

Preventive health

12 Ethica Strategy Ethica Strategy India Private

Limited, D-626, 3rd Floor,

Chittaranjan Park, New Delhi,

110019 India

Project

Implementation

Surveys Surveys,

Communication,

Strategy

13 Fuel Office No 62, Amrut Ganga

Complex, Sinhgad Road, Pune

411051 with Reg. No: E4913

Project

Implementation

Education Career counselling

and scholarship

14 Award SanketComplex , 1st Floor , Near

Gite Building , Pantacha Got ,

Satara – 415001, (Maharashtra)

Contact Ph.No. 02162 -233526

Project

Implementation

Livelihood Agricultural

schemes

awareness,

organic farming

Schedule D: List of partners for Community Development

31


Sr.

No. Partners Address of Head office Partnership Pillars Area of intervention

15 UNDP UNDP India, Office in Mantralaya

Mumbai

Financial Support

partner

Livelihood Skill development,

Tourism

Development,

women

empowerment,

agriculture

projects16 Vasundhara Vasundhara Science Center, At

Post –Nerurpar, Tal.-Kudal, Dist.

Sindhudurg, Maharashtra.

Knowledge partner Education Science education

17 Ankidyne #46, 1st Main Road, New Colony,

Chromepet, Chennai- 600 044.

Project

Implementation

Education Science education

18 ICRISAT International Crops Research

Institute for the Semi-Arid

Tropics, Address: Patancheru,

Hyderabad, Telangana - 502324,

India

Knowledge partner Livelihood Intigrated

Agricultural

management

19 Stem learning C/ GandharvDharshan,, 103,

Shankar Rao Naram Path,

Mumbai, Maharashtra 400013

Project

Implementation

Education Science education

20 TARA B-32, TARA Crescent Qutub

Institutional Area New Delhi

110016.

Project

Implementation

Skills

Development

&

Entrepreneur

ship

Livelihood

32


ANNEXURE III TO THE DIRECTORS' REPORT

SECRETARIAL AUDIT REPORT (Form No MR – 3)

For The Financial Year Ended On 31st March, 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Godrej and Boyce Manufacturing Company Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good

corporate practices by Godrej & Boyce Manufacturing Company Limited (hereinafter called the Company). Secretarial Audit

was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory

compliances and expressing our opinion thereon.

Based on our verification of Godrej & Boyce Manufacturing Company Limited’s books, papers, minute books, forms and

returns filed and other records maintained by the Company and also the information provided by the Company, its officers,

agents and authorized representatives during the conduct of secretarial audit. We hereby report that in our opinion, the

Company has, during the audit period covering the financial year ended on 31st March, 2017 complied with the statutory

provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to

the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company

for the financial year ended on 31st March, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;

(ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iii) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act’): -the Company is an unlisted public company and hence compliance limited to the

extent applicable in respect of the Company’s holdings in listed public companies;

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with client;

(v) The following laws are specifically applicable to the Company as per the representation given by the Company:-

1. Arms Act, 1959 and Indian Arms Rules 1962.

2. Atomic Energy Act, 1962 and Atomic Energy (Safe Disposal of Radioactive Wastes) Rules, 1987.

3. Atomic Energy Act, 1962 and Atomic Energy (Radiation Protection) Rules, 2004.

4. Energy Conservation Act, 2001 and Bureau of Energy Efficiency (Manner and Intervals of Time for Conduct

of Energy Audit) Regulations, 2010.

5. Energy Conservation Act, 2001 read with Energy Consumption Standard for star labelled room A/Cs of the

vapour compression type which are of window A/C and 1:1 high wall split A/C.

6. Energy Conservation Act, 2001 read with Bureau of Energy Efficiency (Particulars and Manner of their

Display on Labels of Household Frost Free Refrigerators) Regulations, 2009.

7. Energy Conservation Act, 2001 read with Bureau of Energy Efficiency (Particulars and Manner of their

Display on Labels of Room Air Conditioners) Regulations, 2009.

8. Energy Conservation Act, 2001 read with Energy Consumption Standard for star labelled household frost

free refrigerator and Notification issued by BEE dated 16 December 2015.

9. Explosives Act, 1884 and Gas Cylinder Rules, 2004.

33


10. Explosives Act, 1884 and Static and Mobile Pressure Vessels (Unfired) Rules, 1981.

11. Forest (Conservation) Act 1980 and Forest (Conservation) Rule 2003.

12. Jammu and Kashmir Industrial Establishments (National and Festival) Holidays Act, 1974 and Jammu and

Kashmir Industrial Establishments (National and Festival) Holidays Rules.

13. Petroleum Act, 1934 read with Petroleum Rules 2002.

14. Environment (Protection) Act, 1986 and Bio-Medical Waste (Management and Handling) Rules, 1998.

15. Maharashtra Acquisition of Private Forests Act, 1975.

16. Maharashtra Felling of Trees (Regulation) Act, 1984.

17. Building & Other Construction Workers’ Welfare Cess Act, 1996 Child Labour (Prohibition & Regulation)

Act,1986

18. Building & Other Construction Workers’ (Regulation of Employment & Conditions of Service) Act, 1996.

19. Industrial Employment (Standing Orders) Act, 1946

20. Inter-State Migrant Workmen Regulation of Employment and Conditions of Service Act, 1979.

21. Manufacture, Storage and Import of Hazardous Chemical Rules, 1989.

22. Bio-Medical Waste (Management and Handling) Rules, 1998 / 2003.

23. The Gujarat SEZ Act, 2004 – Dahej.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 / Listing Agreements entered into by the

Company with BSE Limited&The National Stock Exchange of India Limited: - NOT APPLICABLE.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,

Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive

Directors and Independent Directors. The changes in the composition of Board of Directors that took place during the

period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent as

per the provisions of the Secretarial Standard on meeting of Board of Directors (SS1) and a system exists for seeking and

obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at

the meeting. All the decisions were carried through with requisite majority and are recorded with dissents (wherever required) as a part

of minutes.

The Statutory auditors, in their audit report, have mentioned about the fraud pertaining to Systems Integration & Turnkey

Automation Projects in collusion with third parties resulting in losses to the Company amounting to Rs. 19 Crores for which

management has taken appropriate remedial measures. The Statutory auditors have mentioned by ‘emphasis of matter’ in

respect of non current investment in Subsidiaries, Associates and Joint Ventures as well as certain accounting treatments

applied in the books of accounts as a result of amalgamation of Cartini India Limited with the Company.

We further report that there are adequate systems and processes in the Company commensurate with the size and

operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the Company has:i. approved composite scheme of Arrangement and Amalgamation amongst Geometric Ltd. and 3D PLM Software Solutions Limited and HCL Technologies Limited by circular resolution.ii. approved Scheme of Amalgamation of its wholly owned subsidiaries i.e. Busbar Systems (India) Limited and Mercury Manufacturing Company Limited with the Company and its respective shareholders.iii. approved Scheme of Amalgamation of Godrej Investments Private Limited with the company and its respective shareholders.

iv. allotted shares to the shareholders of Cartini India Limited upon its amalgamation with the company.

v. altered its Object Clause.

vi. approved admission of its securities in Demat form.

vii. issued advertisement for acceptance of Deposits from the public.viii. transferred 9,35,00,000 equity shares of face value of Re. 1/- each in Godrej Consumer Products Limited

to Godrej Seeds and Genetics Limited without consideration, which was proposed in the Board Meeting held

34


on March 21, 2017 and approved by shareholders in Extra Ordinary General Meeting held on March 22, 2017.

ix. transferred 19,39,04,681 equity shares of face value of Re. 1/- each in Godrej Industries Limited to Vora

Soaps Limited without consideration, which was proposed in the Board meeting held on March 21, 2017

and approved by shareholders in Extra Ordinary General Meeting held on March 22, 2017.

x. approved,

1. issuance of corporate guarantee of USD 2.5 Million in favour of Citibank N.A., New York in respect of

extension of loan facilities to Urban Electric Power Inc., USA.

2. issuance of corporate guarantee of USD 1.8 Million in favour of Citibank N.A., New York in respect of

extension of loan facilities to Sheetak Inc., USA.

3. extension of corporate guarantee of USD 1 Million in favour of Citibank N.A., New York in respect of loan

facilities to Sheetak Inc., USA.

4. issuance of corporate guarantee of USD 3 Million in favour of Citibank N.A., New York in respect of

extension of loan facilities to Urban Electric Power Inc., USA.5. extension of corporate guarantee of USD 1 Million in favour of Citibank N.A., New York in respect of loan facilities to Sheetak Inc., USA.

For A. N. Ramani & Co.,

Company Secretaries

Unique code - P2003MH000900

Place:- ThaneDate:- 6th November, 2017

Bhavana Shewakramani

Partner

FCS – 8636, COP –9577Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of

this report.

‘Annexure A’

To,

The Members

Godrej and Boyce Manufacturing Company Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Statutory and other secretarial records is the responsibility of the management of the Company. Our

responsibility is to express an opinion on the secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurances about the

correctness of the contents of the records. The verification was done on test basis to ensure that correct facts are reflected

in records. We believe that the processes & practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness, adequacy and appropriateness of financial records and books of Accounts of the

Company. We have relied on the report of the Statutory Auditors in respect of the same and the other matters dealt with in

their report as per the guidance of the Institute of Company Secretaries of India.

4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations

and happening of events, etc.5. The Company was following system of obtaining reports from various departments to ensure compliance with applicable

laws and now is in the process of implementing electronic system for compliance management to monitor and ensure

compliance with applicable laws, rules, regulations and guidelines. 6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility

of the management. Our examination was limited to the verification of procedures on test basis.

7. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or

effectiveness with which the management has conducted the affairs of the Company.

For A. N. Ramani & Co.,Company Secretaries

Unique Identification code - P2003MH000900Place:- ThaneDate:- 6th November, 2017

Bhavana ShewakramaniPartner

FCS – 8636, COP - 9577

35

Enclosure 1: Consolidated Financial Statements for the year ended 31st March, 2017

(Paragraph 1 of the Directors' Report)

Enclosure 2: Extract of Annual Return


Enclosure 3: Form No. AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013


Enclosure 5: Form No. MGT - 11 ( PROXY FORM)


LIST OF ENCLOSURES TO THE ANNUAL REPORT AND ACCOUNTS


36

Referred to in paragraph 4 of the




ENCLOSURE 2

EXTRACT OF ANNUAL RETURN

Directors' Report

37

I. REGISTRATION & OTHER DETAILS:

i CIN

ii Registration Date

iii Name of the Company

iv Category/Sub-category of the Company

v Address of the Registered office and contact

details

vi Whether listed company (Yes/No)

vii Name , Address & Contact details of

Registrar & Transfer Agent, if any.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sl. No. Name and Description of main

products/services

NIC Code of the

Product /service

% to total turnover

of the company

1 Domestic electric appliances such as

refrigerators, washing machines and

airconditioners

27501, 28192 33.87%

2 Furniture 31003 21.64%

3 Reinforced safes, vaults, strongroom doors

and other security equipment.

25996 8.21%

4 Locks 25934 6.46%

5 Electricals & Electronics 422, 432 5.90%

TOTAL 76.08%

III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl. No. Name and Address of the Company CIN/GLN HOLDING/

SUBSIDIARY/

ASSOCIATE

% OF

SHARES HELD

APPLICABLE

SECTION

1 Godrej Infotech Ltd.,

Pirojshanagar, Vikhroli, Mumbai 400079

U32100MH1997PLC106135 Subsidiary 52.06% 2(87)

2 India Circus Retail Pvt. Ltd.

Godrej Plant 13 Annex, 2nd Floor,

Pirojshanagar, Vikhroli - East, Mumbai-

400079

U52600MH2011PTC223988 Subsidiary 51.95% 2(87)

3 Godrej (Singapore) Pte. Ltd.

11 Lok Yang Way, Jurong,

Singapore 628632

NA Subsidiary 100% 2(87)

4 Veromatic International BV

Donker Duyvisweg 56;

3316 BM Dordrecht,

The Netherlands


5 Godrej Americas Inc.

808 Harris Ave

Austin, Texas 78705


6 Sheetak Inc.

808 Harris Ave

Austin, Texas 78705

NA Subsidiary 52.77% 2(87)

7 Godrej Consoveyo Logistics Automation

Limited

A Wing, 701, Reliable Tech Park, off.

Thane, Belapur Road, Airoli, Navi Mumbai

Thane- 400708

U28990MH1996PLC104088 Associate 49% 2(6)

8 Godrej & Khimji (Middle East) LLC

(incorporated in Oman)

P.O Box: 45, Road 2A, Sohar Industrial

Estate, Sohar, Sultanate of Oman, Postal

Code- 327

NA Associate Nil 2(6)

9 Urban Electric Power Inc.

USA

NA Associate 22.78% 2(6)

10 Godrej Infotech Americas Inc.

1019, Classic Road, Apex, NC 27539

NA Subsidiary of Godrej Infotech Limited Nil 2(87)

11 Godrej Infotech (Singapore) Pte. Ltd. 11,

Lok Yank Way, Singapore – 628632


12 LVD Godrej Infotech NV-

Hondschotestraat, 8560, Gullegem


13 JT Dragon Pte. Ltd. (Incorporated in

Singapore) 11,

Lok Yang, Jurong, Singapore 628632

NA Subsidiary of Godrej (Singapore) Pte.

Ltd.

Nil 2(87)

14 Godrej (Vietnam) Co. Ltd. (Incorporated in

Vietnam)

10 Tu Do Avenue, Vietnam Singapore

Industrial Park, Thuan An District, Binh

Duong Province, Vietnam

NA Subsidiary of J.T. Dragon Pte. Ltd. Nil 2(87)

15 Godrej UEP (Singapore) Pte. Ltd.

11, Lok Yang, Singapore 628632

NA Assoicate of Godrej Singapore Pte. Ltd. Nil 2(6)

U28993MH1932PLC001828

ENCLOSURE 2

GODREJ AND BOYCE MFG. CO.LTD

EXTRACT OF ANNUAL RETURN IN FORM MGT-9

REQUIRED TO BE ATTACHED WITH THE DIRECTORS' REPORT AS ON THE FINANCIAL YEAR ENDED

31.03.2017

[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration )

Rules, 2014]

All the business activities contributing 10% or more of the total turnover of the company shall be stated

03-03-1932

GODREJ AND BOYCE MANUFACTURING COMPANY LIMITED

Company Limited by Shares/ Indian Non- Government Company

PIROJSHANAGAR, VIKHROLI, MUMBAI. Tel: 022 67961700/1800

No

NA

38

IV. SHAREHOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)

(i) CATEGORY-WISE SHARE HOLDING

Category of Shareholders % Change

during the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian

a) Individual/HUF 0 3,27,967 3,27,967 49.47 3,25,322 1,506 3,26,828 48.17 -1.30

b) Central Govt. 0 0 0 0 0 0 0 0 0

c) State Govt(s) 0 0 0 0 0 0 0 0 0

d) Bodies Corp. 0 1,77,432 1,77,432 26.77 0 1,77,432 1,77,432 26.15 -0.61

e) Banks/FI 0 0 0 0 0 0 0 0 0

f) Any other… 0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0

Sub-total(A)(1): 0 5,05,399 5,05,399 76.24 3,25,322 1,78,938 5,04,260 74.33 -1.91

(2) Foreign

a) NRI - Individuals 0 0 0 0 16,677 0 16,677 2.46 2.46

b) Other - Individuals 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0

d) Banks/FI 0 0 0 0 0 0 0 0

e) Any other… 0 0 0 0 0 0 0 0

Sub-total(A)(2): 0 0 0 0 16,677 0 16,677 2.46 2.46

Total Shareholding of

Promoter

(A)= (A)(1)+(A)(2) 0 5,05,399 5,05,399 76.24 3,41,999 1,78,938 5,20,937 76.78 0.54

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks/FI 0 0 0 0 0 0 0 0 0

C) Central Govt 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e) Venture Capital Funds 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIs 0 0 0 0 0 0 0 0 0 h) Foreign Venture

Capital Funds 0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total(B)(1): 0 0 0 0 0 0 0 0 0

(2) Non - Institutions

a) Bodies Corp. 0 0 0 0 0 0 0 0 0

i) Indian 0 11 11 0 0 11 11 0 0

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals 0 0 0 0 0 0 0 0 0

i) Individual shareholders

holding nominal share capital

upto Rs.1 lakh 0 0 0 0 0 0 0 0 0

ii) Individual shareholders

holding nominal share capital in

excess of Rs. 1 lakh 0 1,57,500 1,57,500 23.76 0 1,57,500 1,57,500 23.21 -0.55

c) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total(B)(2): 0 1,57,511 1,57,511 23.76 0 1,57,511 1,57,511 23.22 -0.54

Total Public Shareholding

(B)= (B)(1)+(B)(2) 0 1,57,511 1,57,511 23.76 0 1,57,511 1,57,511 23.22 -0.54

C. Shares held by Custodian

for

GDRs & ADRs 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 0 6,62,910 6,62,910 100.00 3,41,999 3,36,449 6,78,448 100.00 0

No. of Shares held at the beginning of the year No. of Shares held at the end of the year

39

(ii) SHARE HOLDING OF PROMOTERS (EQUITY SHARES)

Sl. No. Shareholder's Name

No. of Shares % of total Shares

of the company

% of shares

pledged/

encumbered to total

shares

No. of Shares % of total

shares

of the company

% of shares

pledged/

encumbered to

total shares

% change in

share holding

during the year

1 Mrs. Tanya A. Dubash jointly held with

Mr. Adi B. Godrej

9,609 1.45% 0 9,609 1.42% 0 -0.03%

2 Mrs. Tanya A. Dubash 7 0.00% 0 1043 0.15% 0 0.15%

3 Ms. Nisaba A. Godrej jointly held with

Mr. Adi B. Godrej

9609 1.45% 0 9609 1.42% 0 -0.03%

4 Ms. Nisaba A. Godrej 7 0.00% 0 1043 0.15% 0 0.15%

5 Mr. Pirojsha A. Godrej jointly held with

Mr. Adi B. Godrej

9,616 1.45% 0 9,616 1.42% 0 -0.03%

6 Mr. Pirojsha A. Godrej 0 0.00% 0 1,037 0.15% 0 0.15%

7 Mr. Adi B. Godrej 32,240 4.86% 0 36,746 5.42% 0 0.55%

8 Mrs. Parmeshwar A. Godrej jointly held

with Mr. Adi B. Godrej

4,506 0.68% 0 0 0.00% 0 -0.68%

9 Mr. Nadir B. Godrej jointly held with

Ms. Rati N. Godrej

53 0.01% 0 53 0.01% 0 0.00%

10 Mr. Nadir B. Godrej 65,540 9.89% 0 67,140 9.90% 0 0.01%

11 Ms. Nyrika Holkar jointly held with Mrs.

Smita G. Crishna

15,114 2.28% 0 16,668 2.46% 0 0.18%

12 Ms. Freyan C. Bieri jointly held with

Mrs. Smita G. Crishna

15,113 2.28% 0 16,667 2.46% 0 0.18%

13 Ms. Freyan C. Bieri jointly held with

Mrs. Smita G. Crishna/Mr. Vijay Crishna

10 0.00% 0 10 0.00% 0 0.00%

14 Vijay Crishna jointly held with Mrs.

Smita G. Crishna

13 0.00% 0 13 0.00% 0 0.00%

15 Ms. Nyrika Holkar jointly held with Mrs.

Smita G. Crishna/Mr. Vijay Crishna

10 0.00% 0 10 0.00% 0 0.00%

16 Mrs. Smita G. Crishna jointly held with

Mr. Vijay Crishna

20 0.00% 0 20 0.00% 0 0.00%

17 Mrs. Smita G. Crishna 35,313 5.33% 0 35,313 5.20% 0 -0.12%

18 Mr. Jamshyd N. Godrej, Mrs. Pheroza J.

Godrej and Mr. Navroze J. Godrej

(Trustees of The Raika Godrej Family

Trust)

16,411 2.48% 0 17,975 2.65% 0 0.17%

19 Mr. Jamshyd N. Godrej, Mrs. Pheroza J.

Godrej and Mr. Navroze J. Godrej

(Trustees of The Raika Godrej Family

Trust)

10 0.00% 0 0 0.00% 0 0.00%

20 Mrs. Pheroza J. Godrej jointly held with

Mr. Jamshyd N. Godrej

33 0.00% 0 33 0.00% 0 0.00%

21 Mr. Navroze J. Godrej jointly held with


16,412 2.48% 0 16,412 2.42% 0 -0.06%


Mrs. Pheroza J. Godrej/ Mr. Jamshyd N.

Godrej

10 0.00% 0 10 0.00% 0 0.00%


Mrs. Pheroza J. Godrej

0 0.00% 0 1,556 0.23% 0 0.23%

24 Mr. Jamshyd N. Godrej 32,717 4.94% 0 32,717 4.82% 0 -0.11%

25 Mr. Rishad K. Naoroji jointly held with

Mr. Nadir B. Godrej

5,889 0.89% 0 0 0.00% 0 -0.89%



2,360 0.36% 0 0 0.00% 0 -0.36%


Mr. Nadir B. Godrej

6,636 1.00% 0 0 0.00% 0 -1.00%



14,025 2.12% 0 0 0.00% 0 -2.12%


Mr. Jamshyd N. Godrej and Mr. Adi B.

Godrej

54 0.01% 0 0 0.00% 0 -0.01%


Mr. Nadir B. Godrej

3,860 0.58% 0 0 0.00% 0 -0.58%


Mrs. Smita G. Crishna

16,385 2.47% 0 0 0.00% 0 -2.47%


Mr. Adi B. Godrej

16,385 2.47% 0 0 0.00% 0 -2.47%

33 Mr. Rishad K. Naroji jointly held with

Mrs. Pheroza Jamshyd Godrej

0 0.00% 0 0 0.00% 0 0.00%

34 Mr. Rishad K. Naoroji 0 0.00% 0 0 0.00% 0 0.00%

35 Mr. Rishad K. Naoroji, Mr. Nadir B.

Godrej and Ms. Nyrika Holkar, Partners,

M/s. RKN Enterprises

0 0.00% 0 68,699 10.13% 0 10.13%

36 Godrej Investments Private Limited 1,77,432 26.77% 0 1,77,432 26.15% 0 -0.61%

37 Mr. Sohrab N. Godrej jointly held with

Rati N. Godrej

0 0.00% 0 47 0.01% 0 0.01%

38 Mr. Burjis N. Godrej jointly held with

Rati N. Godrej

0 0.00% 0 1,459 0.22% 0 0.22%

Shareholding at the

begginning of the year

Shareholding at the

end of the year

40

(iii) CHANGE IN PROMOTERS' SHAREHOLDING

No. of Shares at the

beginning of the year

% of total shares of

the company

No. of shares % of total shares of

the company

7 0.00% 01 April 2016 0.00%

26 August 2016 1,036 Issue and Alltoment of Shares on the

Amalgamation of Cartini India Limited with the

Company vide Order of the Hon'ble High Court

of Judicature at Bombay dated 20th June, 2016

1,043 0.15%

7 0.00% 01 April 2016 0.00%





1,043 0.15%

0 0.00% 01 April 2016 0.00%





1,037 0.15%

32,240 4.86% 01 April 2016 4.86%

10 October 2016 4,506 Transmission of Shares to Mr. Adi B. Godrej on

the death of Mrs. Parmeshwar Godrej

36,746 5.42%

4,506 0.68% 01 April 2016 0.68%

10 October 2016 -4,506 Transmission of Shares to Mr. Adi B. Godrej on

the death of Mrs. Parmeshwar Godrej

0 0.00%

65,540 9.89% 01 April 2016 9.89%





67,140 9.90%

15,114 2.28% 01 April 2016 2.28%





16,668 2.46%

15,113 2.28% 01 April 2016 2.28%





16,667 2.46%

16,421 2.48% 01 April 2016 2.48%





17,975 2.65%

3 Mr. Pirojsha A. Godrej

Sl. No. Name Shareholding Cumulative Shareholding during the year/

end of the period

1 Ms. T.A. Dubash

2 Ms. Nisaba A. Godrej

Date Increase (+)/

Decrease (-)

in Shareholding

Reason

4 Mr. Adi B. Godrej

5 Mrs. Parmeshwar A. Godrej

jointly held with Mr. Adi B.

Godrej

6 Mr. Nadir B. Godrej

7 Ms. Nyrika Holkar jointly held

with Mrs. Smita G. Crishna

8 Ms. Freyan C. Bieri jointly held

with Mrs. Smita G. Crishna

9 Mr. Jamshyd N. Godrej, Mrs.

Pheroza J. Godrej and Mr.

Navroze J. Godrej (Trustees of

The Raika Godrej Family Trust)

41

0 0.00% 31 March 2016 0.00%





1,556 0.23%

5,889 0.89% 01 April 2016 0.89%

20 December 2016 -5,889 Inter-se Transfer 0 0.00%

2,360 0.36% 01 April 2016 0.36%


6,636 1.00% 01 April 2016 1.00%


14,025 2.12% 01 April 2016 2.12%


54 0.01% 01 April 2016 0.01%

20 December 2016 -54 Inter-se Transfer 0 0.00%

3,860 0.58% 01 April 2016 0.58%


16,385 2.47% 01 April 2016 2.47%


16,385 2.47% 01 April 2016 2.47%


0 0.00% 01 April 2016 0.00%





1,694 0.25%


0 0.00% 01 April 2016 0.00%





1,411 0.21%


0 0.00% 01 April 2016 0.00%

20 December 2016 68,699 Inter-se Transfer 68,699 10.13%

0 0.00% 01 April 2016 0.00%

26 August 2016 47 Issue and Alltoment of Shares on the




47 0.01%

0 0.00% 01 April 2016 0.00%





1,459 0.22%

10 Mr. Navroze J. Godrej jointly

held with Mrs. Pheroza J. Godrej

11 Mr. Rishad K. Naoroji jointly

held with Mr. Nadir B. Godrej


held with Mr. Jamshyd N. Godrej







and Mr. Adi B. Godrej




held with Mrs. Smita G. Crishna


held with Mr. Adi B. Godrej

22 Mr. Sohrab N. Godrej jointly

held with Rati N. Godrej

23 Mr. Burjis N. Godrej jointly held

with Rati N. Godrej

19 Mr. Rishad K. Naroji jointly held

with Mrs. Pheroza Jamshyd

Godrej

20 Mr. Rishad K. Naroji

21 Mr. Rishad K. Naoroji, Mr.

Nadir B. Godrej and Ms. Nyrika

Holkar, Partners, M/s. RKN

Enterprises

42

(iv) Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters and Holders of GDRs & ADRs):

Sl. No.

For Each of the Top 10

Shareholders

No.of shares % of total

shares of the

company

No of shares % of total shares of

the company

1 At the beginning of the year 1,57,500 23.76% 1,57,500 23.21%

Date wise increase/decrease in

Share holding during the year

specifying the reasons for

increase/decrease (e.g.

allotment/transfer/bonus/sweat

equity etc)

- - - -

At the end of the year (or on the

date of separation, if separated

during the year)

1,57,500 23.21% 1,57,500 23.21%

(v) Shareholding of Directors and Key Managerial Personnel:

No. of Shares at

the beginning of

the year

% of total

shares of the

company

No. of shares % of total

shares of the

company

49,138 7.41% 01 April 2016 7.41%

26 August 2016 1,554 Issue and Alltoment of Shares to J.N.

Godrej & Others, As trustees of the

Raika Godrej Family Trust on the

Amalgamation of Cartini India Limited

with the Company vide Order of the

Hon'ble High Court of Judicature at

Bombay dated 20th June, 2016

50,692 7.47%

32,240 4.86% 01 April 2016 4.86%

10 October 2016 4,506 Transmission of Shares to Mr. Adi B.

Godrej on the death of Mrs.

Parmeshwar Godrej

36,746 5.42%

65,593 9.89% 01 April 2016 9.89%






67,193 9.90%

13 0.00% 01 April 2016 0.00%

31 March 2017 13 0.00%

16,422 2.48% 01 April 2016 2.48%






17,978 2.65%

0 0.00% 01 April 2016 0.00%

31 March 2017 0 0.00%

0 0.00% 01 April 2016 0.00%

31 March 2017 0 0.00%

0 0.00% 01 April 2016 0.00%

31 March 2017 0 0.00%

0 0.00% 01 April 2016 0.00%

31 March 2017 0 0.00%

0 0.00% 01 April 2016 0.00%

31 March 2017 0 0.00%

0 0.00% 01 April 2016 0.00%

31 March 2017 0 0.00%

0 0.00% 01 April 2016 0.00%

31 March 2017 0 0.00%

0 0.00% 01 April 2016 0.00%

31 March 2017 0 0.00%

0 0.00% 01 April 2016 0.00%

31 March 2017 0 0.00%

* Out of which 17975 shares are held as a trustee of The Raika Godrej Family Trust for the beneficial interest of Ms. Raika J. Godrej

** Resigned as a Director of the Company with effect from 1st October, 2016

Shareholding at the beginning of

the year

Cumulative Shareholding during the year

Sl. No. Name of Director and KMP and

their designation

Shareholding Date Increase (+)/

Decrease (-)

in Shareholding

Reason Cumulative Shareholding during

the year/ end of the period

1 Mr. Jamshyd N. Godrej *

Chairman & Managing Director

2 Mr. Adi B. Godrej

Non-Executive Director

3 Mr. Nadir B. Godrej

Non-Executive Director

4 Mr. Vijay M. Crishna

Executive Director

5 Mr. Navroze J. Godrej**

Executive Director

6 Mr. Phiroze D. Lam

Executive Director

7 Mr. Kyamas A. Palia

Executive Director

8 Mr. Anil G. Verma

Executive Director & President

9 Mr. Kavas N. Petigara

Independent Director

10 Mr. Pradip P. Shah


11 Ms. Anita Ramachandran


12 Mr. Keki M. Elavia


13 Mr. P.E. Fouzdar

Executive Vice President

(Corporate Affairs) & Company

Secretary

14 Mr. P.K. Gandhi

Chief Financial Officer

43

V INDEBTEDNESS

Rs. In Crores

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans

excluding deposits

Unsecured

Loans

Deposits Total

Indebtedness

i) Principal Amount 1,083.85 582.58 735.44 2,401.87

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 2.81 1.59 - 4.40

Total (i+ii+iii) 1,086.66 584.17 735.44 2,406.27

- 2,602.23 359.02 2,961.25

-26.17 - - -26.17

-26.17 2,602.23 359.02 2,935.08

1,059.00 3,186.13 1,094.46 5,339.59

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 1.49 0.27 - 1.76

Total (i+ii+iii) 1,060.49 3,186.40 1,094.46 5,341.35

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

Sl. No.

1 Gross salary

Jamyshyd N.

Godrej

Phiroze D. Lam Kyamas A. Palia Vijay M. Crishna Navroze J. Godrej* Anil G. Verma

4.14 4.09 3.82 3.17 1.95 4.25 21.43

0.16 0.04 0.02 0.10 0.01 0.06 0.39

2 Stock Option

3 Sweat Equity

4 Commission

- as % of profit

- others, specify…

5 Others, please specify

Total (A) 4.30 4.13 3.84 3.27 1.96 4.30 21.81

Ceiling as per the Act 41.30

* Resigned as a Director of the Company with effect from 1st October, 2016

B. Remuneration to other directors

Sl. No.

1 Independent DirectorsKavas N. Petigara Pradip P. Shah

Anita

RamachandranKeki M. Elavia

0.16 0.06 0.14 0.17 0.53

(b) Commission 0.07 0.07 0.07 0.07 0.28

(c ) Others, please specify 0.00 0.00 0.00 0.00 0.00

Total (1) 0.23 0.13 0.21 0.24 0.81

2 Other Non-Executive Directors Adi B. Godrej Nadir B. Godrej

0.07 0.06 0.13

(b) Commission 0.07 0.07 0.14

(c ) Others, please specify 0.00 0.00 0.00

Total (2) 0.14 0.13 0.27

Total (B)=(1+2) 1.08

Total Managerial Remuneration 22.89

Overall Ceiling as per the Act. 45.43

Total Amount in Rs.

In crores

(a) Salary as per provisions contained in section 17(1) of the

Income Tax, 1961

Indebtness at the beginning of the financial year

Change in Indebtedness during the financial year

> Addition

> Reduction

Net Change

Total Amount in

Rs. In crore

(a) Fee for attending board/committee meetings

Indebtedness at the end of the financial year

i) Principal Amount

Particulars of RemunerationName of MD/WTD/Manager

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

(c ) Profits in lieu of salary under section 17(3) of the Income

Tax Act, 1961

Particulars of RemunerationName of Directors

(a) Fee for attending

board/committee meetings

44

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No.

CEO Company

Secretary

CFO

1 Gross SalaryNA Percy E. Fouzdar Purvez K. Gandhi

1.59 1.66 3.25

0.01 0.00 0.01

2 Stock Option

3 Sweat Equity

4 Commission

- as % of profit

- others, specify…

5 Others, please specify

Total 1.60 1.66 3.26

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of

the

Companies

Act

Brief Description Details of

Penalty/Punishmen

t/Compounding

fees imposed

Authority

[RD/NCLT/Court]

Appeal made, if

any (give details)

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

Particulars of Remuneration Key Managerial PersonnelTotal Amount in Rs.

In Crore

(a) Salary as per provisions contained in section 17(1) of the

Income Tax Act, 1961

NIL

(c ) Profits in lieu of salary under section 17(3) of the Income

Tax Act, 1961

A. COMPANY

NIL

B. DIRECTORS

NIL

C. OTHER OFFICERS IN DEFAULT

45

of the Companies Act, 2013.




ENCLOSURE 3

Form No. AOC - 2 pursuant to section 134 (3) (h)

Referred to in paragraph 10 of the Directors' Report

46

SL.

No.

Particulars Details

a)

Name (s) of the related party & nature of relationship Mrs. P J Godrej, spouse of Mr. J N Godrej, Chairman and Managing Director

b) Nature of contracts/arrangements/transaction Employment Contract

c)

Duration of the contracts/arrangements/transaction Permanent Employee

Salient terms of the contracts or arrangements or

transaction including the value, if anyRe-designation and revision in remuneration payable with effect from 1

stApril,

2015 as Sr. Vice President (Welfare Co-ordination)as under:

Salary of Rs. 2 Lakh per month and Rs. 24 Lakh per annum

Perquisites and allowances

Provision of Company maintained car with driver for official use

Terminal Benefits

Company’s contribution to Provident Fund, Gratuity or any other Annuity Fund

in accordance with the Rules of the Company, in force from time to time

e)

Justification for entering into such contracts or

arrangements or transactions’

Rendering of professional services

f)

Date of approval by the Board 23rd February, 2015

g)

Amount paid as advances, if any NIL

h) Date on which the special resolution was passed in

General meeting as required under first proviso to

section 188

Not Applicable

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

d)

ENCLOSURE 3

GODREJ & BOYCE MFG. CO. LTD.

FORM NO. AOC -2

required to be attached with the Director’s Report

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of

section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.

47

SL.

No.

Particulars Details

a)

Name (s) of the related party & nature of relationship Mrs. S G Crishna, spouse of Mr. V M Crishna, Whole-time Director and sister of

Mr. J N Godrej, Chairman and Managing Director


c)



transaction including the value, if anyRe-designation and revision in remuneration payable with effect from 1

stApril,

2015 as Sr. Vice President (Welfare Co-ordination)as under:

Salary of Rs. 2 Lakh per month and Rs. 24 Lakh per annum


Provision of Company maintained car with driver for official use

Terminal Benefits

Company’s contribution to Provident Fund, Gratuity or any other Annuity Fund

in accordance with the Rules of the Company, in force from time to time

e)




f)


g)




section 188

Not Applicable

d)

48

SL.

No.

Particulars Details

a)

Name (s) of the related party & nature of relationship Ms. Nyrika Holkar, daughter of Mr. V M Crishna, Whole-time Director


c)



transaction including the value, if anyAppointment as Senior Vice President(Corporate Affairs) with effect from 1

st

April, 2015 drawing remuneration for the financial year 2016-17 as under :

Salary of Rs. 7.15 Lakh per month and Rs. 85.80 Lakh per annum

Performance Linked Variable Remuneration according to the Scheme of the

Company for each of the financial years, having regard to her performance for

each financial year


House Rent Allowance @ 50% of Salary which is Rs. 3.57 Lakh per month and

Rs. 42.90 Lakh per annum

Furniture and office/ home appliances at residence in accordance with the

Company’s Scheme

Payment/ reimbursement of domiciliary medical/ hospitalization expenses for self

and her family, amounting to Rs. 24,000 per annum, in accordance with the

Rules specified by the Company

Hospitalisation Insurance for self and family with a cover of Rs. 15 Lakh,

personal accident insurance for self with a cover of Rs. 30 Lakh

Leave Travel Concession for self and family once in a calender year amounting to

Rs. 39,000 per annum

Earned/ Privelege Leave, on full day and allowance, not exceeding 30 days in a

calender year.

Provision of free telephone, telefax, email and other communication facilities or

reimbursement of such expenses at the residence, including payment of local calls Provision of Company maintained car with driver for official use

Other Perquisites and allowances

Reimbursement of expenses towards comprehensive personal health checkup

once in a financial year

Such other perquisites and allowances as per the policy/ Rules of the Company in

force and/ or as may be approved by the Board of Directors from time to time

Reimbursement of all actual expenses or charges incurred by her for and on

behalf of the Company in furtherance of its business or objectives

Terminal Benefits

Company’s contribution to Provident Fund, Superannuation Fund, Gratuity or

any other Annuity Fund in accordance with the Rules of the Company, in force

from time to time

e)




f)


g)




section 188

30th March, 2015

d)

49

2. Details of material contracts or arrangements or transactions at Arm’s length basis.

SL.

No.

Particulars Details

a)

Name (s) of the related party & nature of relationship N.A.

b) Nature of contracts/arrangements/transaction N.A.

c)

Duration of the contracts/arrangements/transaction N.A.

d) Salient terms of the contracts or arrangements or

transaction including the value, if any

N.A.

e)

Date of approval by the Board N.A.

f)

Amount paid as advances, if any N.A.


J. N. Godrej

Chairman and Managing Director

DIN: 00076250

50


REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

Management's Responsibility for the Standalone Ind AS Financial Statements

Auditor's Responsibility

Emphasis of Matter

a.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF

GODREJ & BOYCE MANUFACTURING COMPANY LIMITED

We have audited the accompanying standalone Ind AS Financial Statements of GODREJ & BOYCE MANUFACTURING

COMPANY LIMITED (“the Company”), which comprises the Balance Sheet as at 31st March, 2017, and the Statement of

Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in

Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the

Act”) with respect to the preparation of these standalone Ind AS Financial Statements that give a true and fair view of the

state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows

and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including

the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act. This responsibility also includes

maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the

Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS Financial

Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

We draw attention to the following matters in the Notes to the financial statements:

Our responsibility is to express an opinion on these standalone Ind AS Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are

required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS Financial Statements in accordance with the Standards on Auditing

specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan

and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the

standalone Ind AS Financial Statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the standalone Ind AS Financial Statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s

preparation of the Ind AS Financial Statements that give a true and fair view in order to design audit procedures that are

appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used

and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall

presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

on the standalone Ind AS Financial Statements.

Refer note 37(b)(i) whereby the Company has transferred 193,904,681 equity shares of face value of Re. 1/- each in

Godrej Industries Limited to Vora Soaps Limited without consideration. The transfer has been authorized by

majority of the Board of Directors and by the shareholders of the Company. The carrying amount of the investments

in the books of the Company was Rs. 257.77 crore. Had the investment been not transferred the profit for the year

would have been higher by 168.56 Crore and retained earnings would have been higher by the same amount.

51


b.

c.

d.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1.

2.

Our opinion is not modified in respect of these matters.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone

Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair

view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs

(financial position) of the Company as at March 31, 2017, and its profit (financial performance including other

comprehensive income), its cash flows and the changes in equity for the year ended on that date.

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement

d) In our opinion, the aforesaid standalone Ind AS Financial Statements comply with the Indian

e) On the basis of the written representations received from the directors as on March 31, 2017, and taken

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of

India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A”,a statement on the matters

specified in the paragraph 3 and 4 of the Order.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

Accounting Standards prescribed under Section 133 of the Act.

on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being

a) We have sought and obtained all the information and explanations which to the best of our knowledge and

appointed as a director in terms of Section 164 (2) of the Act.

operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

Refer note 37(b)(ii) whereby the Company has transferred 93,500,000 equity shares of face value of Re. 1/- each in

Godrej Consumer Products Limited to Godrej Seed and Genetics Limited without consideration. The transfer has

been authorized by majority of the Board of Directors and by the shareholders of the Company. The carrying

amount of the investments in the books of the Company was Rs. 223.48 Crore. Had the investment been not

transferred the profit for the year would have been higher by 146.14 Crore and retained earnings would have been

higher by the same amount.

Refer note 1(G)(iv) whereby non-current investments in subsidiaries, Associates and Joint Ventures are stated at

cost (unless otherwise stated) as per Ind AS 27; however, for any diminution other than temporary in the value of

investments, the book value is reduced to recognise the decline. In cases where these investments are carried at

their book values, which are higher than their fair values, the diminution in the value of such investments is

considered to be of a temporary nature, in view of the Company's long-term financial involvement in such investee

companies. No provision is, therefore, considered necessary in the accounts for diminution in the value of such

investments.

Refer Note 50(i) to the standalone Ind AS financial statements, during the year pursuant to the scheme of

Amalgamation approved by the Bombay High Court, Cartini India Ltd. was amalgamated with the Company and was

accounted for in the books of account according to the pooling of interest method under Accounting Standard (AS)

14. The scheme of amalgamation under Indian Accounting Standard (Ind AS) 103 is to be accounted for in the books

of account at acquisition date fair values. Had the business combination principles been applied and all the

identified assets acquired and the liabilities assumed were measured at their acquisition date fair values and the

consideration transferred measured in accordance with this Ind AS which generally requires acquisition date fair

value, the Capital Reserve amounting to Rs. 18.78 Crore would have been recorded in the books.

belief were necessary for the purposes of our audit.

As required by Section 143 (3) of the Act, we report that:

52


Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

Ind AS financial statements – Refer Note 27 (e) to (h).

material foreseeable losses, if any, on long term contracts including derivative contracts.

Protection Fund by the Company.

dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. However, we are unable to obtain sufficient and appropriate audit evidence to report on whether the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management – Refer Note 44 to the standalone Ind AS financial statements.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS

Firm Registration No.: 104607W / W100166

ERMIN K. IRANI

PARTNER

Membership Number: 35646

Mumbai, November 6, 2017.

iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the

ii. The Company has made provision, as required under the applicable law or accounting standard,for

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education

53


Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditor’s Report) Order, 2016:

i. (a)

(b)

(c)

Particulars Gross Block

(Rs. in Crore)

Net Block (Rs.

in Crore)Freehold Land 28.37 28.37

ii.

iii.

iv.

v.

vi.

Referred to in Para 1 ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditors’ Report to the

members of the Company on the standalone financial statements for the year ended 31st March, 2017.

In our opinion and according to the information and explanations given to us and the records examined by us,the

Company has complied with the provisions of Section 185 and 186 in respect of investments made, guarantees and

securities provided to the parties. However, the Company has not advanced any loan to parties covered under

Section 185 and 186.

As explained to us, the fixed assets (other than furniture, fixture and office equipment) have been physically verified

by the Management in accordance with a phased programme of verification, which in our opinion, is reasonable,

considering the size of the Company and the nature of its business. The discrepancies reported on such verification

were not material and have been properly dealt with in the books of account.

According to the information and explanation given to us, the records examined by us and based on the

examination of the registered sale deed / conveyance deed / court order approving scheme of amalgamation

provided to us, we report that, the title deeds of immovable properties are held in the name of the Company except

for the cases tabulated below:

In case of immovable properties of land and buildings that have been taken on lease, the lease agreements are in

the name of the Company except leasehold land pertaining to Cartini India Ltd., an entity amalgamated with the

Company w.e.f. 1st April, 2016 for which the leasehold agreements are in the process of being registered in the

name of the Company.

The Management has conducted physical verification of inventory at reasonable intervals.The discrepancies noticed

on physical verification of inventory as compared to book records were not material in relation to the operations of

the Company and the same have been properly dealt with in the books of account.

The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or

other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of sub-

clause (a), (b) and (c) of paragraph 3(iii) of the Order are not applicable.

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

The Company has maintained proper records showing full particulars, including quantitative details and situation of

fixed assets, other than furniture, fixture and equipment. In case of furniture, fixture and equipment acquired/

purchased after April 1, 1978, the records are maintained showing aggregate quantitative details with their situation

and value, without item-wise break-up.

Remarks

Land pertaining to three subsidiaries amalgamated with the

Company during the year 2015-16, Land pertaining to Busbar

Systems India Ltd. which was amalgamated w.e.f. April 1, 2016

and certain Lands at Khalapur are not in the name of the

Company.

In our opinion, and according to the information and explanations given to us, the Company has complied with the

directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant

provisions of the Act and the rules framed thereunder, with regard to deposits accepted from the public.

We have broadly reviewed the books of account maintained by the Company in respect of manufacture of products

where, pursuant to the Rules made by the Central Government of India for the maintenance of cost records under

sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed accounts and

records have generally been made and maintained. We have not, however, made a detailed examination of the

records with a view to determine whether they are accurate or complete.

54


vii.(a)

(b)

Amount

(Rs. in crore)

Excise Duty 36.41 Various years from

1987 to 2017

Service Tax 22.43 Various years from

2003 to 2017

Sales Tax / VAT 26.40 Various years from

1976 to 2017

Income-tax 15.56 Year ended 31st

March, 2012

Entry tax 20.71 Upto 31st March,

2017

viii.

ix

x

xi

xii

xiii

xiv

xv

According to the information and explanations given to us and based on the examination of the records the

Company has not defaulted in repayment of loans or borrowings to financial institutions, banks, government or

dues to debenture holders.

The Company did not raise any money by way of initial public offer or further public offer (including debt

instrument). In our opinion and according to the information and explanations given to us and based on the

documents and records examined by us on an overall basis, the term loans obtained by the Company were applied

for the purpose for which the loans were obtained.

During the course of our examination of the books of account and records of the Company, carried out in

accordance with the generally accepted auditing practices in India, and according to the information and

explanation given and representations made by the Management, no major fraud on or by the Company, has been

noticed or reported during the year, except for the fraud / irregularities observed by the Company by employees in

a line of business for the contracts pertaining to Systems Integration & Turnkey Automation Projects in collusion

with third parties, resulting in losses to the Company amounting to Rs. 19 Crore, for which management has taken

appropriate remedial measures.

According to the information and explanations given to us and based on our examination of the records of the

Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals

mandated by the provisions of Section 197 read with Schedule V to the Act.

Income-tax Act, 1961

The West Bengal Tax on Entry of Goods into

Local Areas Act, 2012High Court

In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company.

Accordingly, provisions of paragraph 3(xii) of the Order are not applicable.

According to the information and explanation given to us and based on our examination of the records of the

Company, transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable,

and details of such transactions have been disclosed in the Financial Statements as required by the applicable

accounting standards.

According to the information and explanation given to us and based on our examination of the records of the

Company, the Company has not made any preferential allotment or private placement of shares or fully or partly

convertible debentures during the year.According to the information and explanation given to us and based on our examination of the records of the

Company, the Company has not entered into any non-cash transactions with the directors or persons connected

with him. Hence the provisions of Section 192 of the Act are not applicable.

Commissioner of Income Tax (Appeals)

Forum where the dispute is pending

Finance Act, 1994

Central Sales Tax Act, 1956, and State Sales

Tax / VAT Acts

Central Excise Act, 1944Appellate Authority – Commissioner /

Tribunal/ High Court

Nature of the Statute Nature of Dues Period to which the

amount relates

Appellate Authority – Commissioner / Tribunal

Appellate / Revisional Authority – upto

Commissioner/ Tribunal/ High Court

According to the information and explanation given to us and the records examined by us, there are no material

dues of Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise and Value added tax outstanding on

account of any dispute, except:

According to the information and explanations given to us and the records examined by us, the Company is

generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance,

Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other material

statutory dues with the appropriate authorities. According to the information and explanations given to us, there

are no arrears of outstanding statutory dues in respect of above as on the last day of the financial year for a period

of more than six months from the date they became payable.

55


xvi




ERMIN K. IRANIPARTNERMembership Number: 35646Mumbai, November 6, 2017.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

on the Company’s internal financial controls system over financial reporting.

The Company’s management is responsible for establishing and maintaining internal financial controls based on the

internal control overfinancial reporting criteria established by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the

“Guidance Note”) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design,

implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the

orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on

our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI

and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial

controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the

Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether adequate internal financial controls over financial reporting was established and maintained and

if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls

system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial

controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design

and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the

auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements,

whether due to fraud or error.

We have audited the internal financial controls over financial reporting of GODREJ & BOYCE MANUFACTURING COMPANY

LIMITED (“the Company”) as of 31st March, 2017 in conjunction with our audit of the standalone Ind AS financial

statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 hence the

provisions of paragraph 3 (xvi) of the Order are not applicable.

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in Para 2 (f) ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditor’s Report to the

members of the Company on the standalone Ind AS financial statements for the year ended 31st March, 2017.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

(“the Act”)

56





ERMIN K. IRANI

PARTNER



In our opinion the Company has maintained, in all respects, adequate internal financial controls system over financial

reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017,

based on the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial

Reporting issued by the Institute of Chartered Accountants of India.

Opinion

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation ofstandalone financial statements for external purposes

in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation ofstandalone financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that

could have a material effect on thestandalone financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and not

be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods

are subject to the risk that the internal financial control over financial reporting may become inadequate because of

changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

57


(Rupees in crore)Note As at As at As at

31-03-2017 31-03-2016 01-04-2015ASSETS(1) NON-CURRENT ASSETS

(a) Property, Plant and Equipment 2 A 1,861.45 1,481.32 1,347.09 (b) Capital Work-in-progress 2 A 411.09 326.25 162.29 (c) Investment Property 2 B 258.97 266.98 270.54 (d) Other Intangible Assets 2 A 2.40 5.10 6.93 (e) Intangible Assets under development 2 A 14.45 - -

2,548.36 2,079.65 1,786.85 (f) Financial Assets

(i) Investments in Subsidiaries, Associates and Joint Venture 3 153.17 1,516.89 1,403.52 (ii) Other Investments 4 5,239.75 113.83 9.30 (iii) Trade Receivables 5 7.44 12.50 69.66 (iv) Loans 6 35.51 58.67 51.48 (v) Other Financial Assets 7 1.79 110.12 258.77

5,437.66 1,812.01 1,792.73 (g) Deferred Tax Assets (Net) 21 6.32 101.45 91.54 (h) Other Non-Current Assets 8 17.06 57.86 106.25

8,009.40 4,050.97 3,777.37 (2) CURRENT ASSETS

(a) Inventories 9 2,093.91 1,826.23 1,722.91 (b) Financial Assets

(i) Investments 10 6.76 - - (ii) Trade Receivables 11 1,998.12 1,713.52 1,804.75 (iii) Cash and Cash Equivalents 12(A) 27.20 20.36 12.16 (iv) Bank Balances other than (iii) above 12(B) 79.71 61.76 57.62 (v) Loans 13 81.42 87.36 93.91 (vi) Other Financial Assets 14 494.85 437.15 204.02

2,688.06 2,320.15 2,172.46 (c) Current Tax Assets (net) 56.02 23.45 16.60 (d) Other Current Assets 15 256.80 225.88 163.90

5,094.79 4,395.71 4,075.87 Total Assets 13,104.19 8,446.68 7,853.24

EQUITY AND LIABILITIES(1) EQUITY

(a) Equity Share Capital 16 6.78 6.63 6.63 (b) Other Equity 17 7,755.36 3,483.85 3,523.10

7,762.14 3,490.48 3,529.73 LIABILITIES(2) NON-CURRENT LIABILITIES

(a) Financial Liabilities(i) Borrowings 18 1,128.30 1,128.58 363.63 (ii) Other Financial Liabilities 19 294.87 256.68 210.51

1,423.17 1,385.26 574.14 (b) Provisions 20 66.92 51.21 46.66

1,490.09 1,436.47 620.80 (3) CURRENT LIABILITIES

(a) Financial Liabilities(i) Borrowings 22 1,183.30 1,273.84 1,444.29 (ii) Trade Payables 23 1,111.60 884.10 951.31 (iii) Other Financial Liabilities 24 746.49 745.20 761.05

3,041.39 2,903.14 3,156.65 (b) Other Current Liabilities 25 779.15 584.40 519.47 (c) Provisions 26 31.42 32.19 26.59

3,851.96 3,519.73 3,702.71 Total Equity and Liabilities 13,104.19 8,446.68 7,853.24

Statement of Significant Accounting Policies andNotes to the Financial Statements 1-55The accompanying notes are an integral part of the financial statements

As per our Report of even date

For KALYANIWALLA & MISTRY LLP For and on behalf of the Board of Directors



ERMIN K. IRANI J. N. GODREJ A. G. VERMA P. K. GANDHI P. E. FOUZDAR

PARTNER Chairman & Executive Director Chief Financial Executive Vice PresidentMembership No.: 35646 Managing Director & President Officer (Corporate Affairs)Mumbai, 6th November, 2017 DIN: 00076250 DIN: 02366334 & Company Secretary

GODREJ & BOYCE MANUFACTURING COMPANY LIMITEDBALANCE SHEET AS AT 31st MARCH, 2017

58


(Rupees in crore)Note Current Year Previous Year

I. REVENUE FROM OPERATIONS 28 9,909.83 9,296.58 II. OTHER INCOME 29 82.34 162.26

TOTAL INCOME 9,992.17 9,458.84

III. EXPENSES(1) Cost of Materials consumed 30 3,501.47 3,323.07 (2) Excise duty 674.59 633.11 (3) Purchases of Stock-in-Trade 31 2,182.55 1,963.75 (4) Changes in Inventories of Finished Goods, Work-in-Process and Stock-in-Trade 32 (132.31) (2.85) (5) Property Development and Construction Expenses 34 54.98 22.20 (6) Employee Benefits Expense 33 1,112.66 1,038.12 (7) Finance Costs 35 175.84 177.18 (8) Depreciation and Amortization Expense 2 178.62 157.64 (9) Other Expenses 36 1,924.40 1,859.42 (10) Less: Expenditure transferred to Capital Accounts (55.16) (41.40)

TOTAL EXPENSES 9,617.64 9,130.24

IV. PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX 374.53 328.60

V. EXCEPTIONAL ITEMS 37 (242.38) 77.48

VI. PROFIT BEFORE TAX 132.15 406.08

VII. TAX EXPENSES(1) Current tax 21 107.00 50.74 (2) Prior years' tax adjustments 21 (4.43) 0.54 (3) Deferred tax charge/(credit) 21 4.41 (8.27)

106.98 43.01 VIII. PROFIT / (LOSS) AFTER TAX FOR THE YEAR 25.17 363.07

IX. OTHER COMPREHENSIVE INCOME (OCI)Items that will not be reclassified to Profit or Loss

(i) Remeasurement of defined employee benefit plans (6.51) (4.94) (ii) Change in Fair Value of Equity Instruments through OCI 4,232.80 (2.78) (iii) Deferred tax charge/(credit) on above 2.00 1.63

TOTAL OTHER COMPREHENSIVE INCOME 4,228.29 (6.09) X. TOTAL COMPREHENSIVE INCOME FOR THE YEAR 4,253.46 356.98

XI. EARNINGS PER EQUITY SHAREBasic and Diluted Earnings per Equity Share of Rs. 100 each 43 Rs. 371 Rs. 5,477

XII. Statement of Significant Accounting Policies andNotes to the Financial Statements 1-55The accompanying notes are an integral part of the financial statements

As per our Report of even dateFor KALYANIWALLA & MISTRY LLP For and on behalf of the Board of Directors CHARTERED ACCOUNTANTSFirm Registration No.: 104607W / W100166

ERMIN K. IRANI J. N. GODREJ A. G. VERMA P. K. GANDHI P. E. FOUZDARPARTNER Chairman & Executive Director Chief Financial Executive Vice PresidentMembership No.: 35646 Managing Director & President Officer (Corporate Affairs)Mumbai, 6th November, 2017 DIN: 00076250 DIN: 02366334 & Company Secretary

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2017


59


(Rupees in crore)

(A) Equity Share Capital Note For the year ended For the year ended

31/03/2017 31/03/2016

Balance at the beginning of the year 6.63 6.63

Changes in equity share capital during the year 0.15 -

Balance at the end of the year 16 6.78 6.63

(B) Other Equity

Particulars Note Capital

Reserve

Securities

Premium

Reserve

Capital Reserve

on Business

Combinations

General

Reserve

Debenture

Redemption

Reserve

Retained

Earnings

Items of Other

Comprehensive

Income (OCI)

Total Other

Equity

Balance as at 01/04/2015 74.40 20.08 (23.36) 637.89 - 2,814.09 - 3,523.10

Profit for the year - - - - - 363.07 - 363.07 Remeasurement of defined employee benefit plans - - - - - - (4.94) (4.94)Fair valuation of investments in equity instruments - - - - - - (2.78) (2.78)Deferred tax credit on items of OCI - - - - - - 1.63 1.63 Total comprehensive income for the year 2015-16 - - - - - 363.07 (6.09) 356.98

First Interim Equity Dividend declared and paid during the year - - - - - (46.40) - (46.40) Second Interim Equity Dividend declared and paid during the year - - - - - (165.73) - (165.73) Dividend Distribution Tax (DDT) on Interim Dividend - - - - - (29.71) - (29.71) Adjustment pursuant to business combination [Note 17(a)(iii))] (6.37) - - (1.46) - (19.28) - (27.11) Final Equity Dividend for the year 2014-15 paid in 2015-16 - - - - - (106.07) - (106.07) Dividend Distribution Tax (DDT) on Final Equity Dividend - - - - - (21.21) - (21.21)

- Balance as at 31/03/2016 68.03 20.08 (23.36) 636.43 - 2,788.76 (6.09) 3,483.85

Adjustment pursuant to business combination [Note 17(a)(iii))] 4.67 - 3.60 9.42 - (107.38) 164.16 74.47

Profit / (Loss) after tax for the year - - - - - 25.17 - 25.17 Transfer to Debenture Redemption Reserve - - - - 20.83 (20.83) - - Transfer from Investment Subsidy Reserve - - - - - 0.69 - 0.69 Interim Equity Dividend declared and paid during the year - - - - - (47.49) - (47.49) Dividend Distribution Tax (DDT) on Interim Dividend - - - - - (9.62) - (9.62) Remeasurement of defined employee benefit plans - - - - - - (6.51) (6.51) Fair valuation of investments in equity instruments - - - - - - 4,232.80 4,232.80 Deferred tax credit on items of OCI - - - - - - 2.00 2.00 Total comprehensive income for the year 2016-17 4.67 - 3.60 9.42 20.83 (159.46) 4,392.45 4,271.51 Balance as at 31/03/2017 17 72.70 20.08 (19.76) 645.85 20.83 2,629.30 4,386.36 7,755.36

The accompanying notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board of Directors



Firm Registration Number 104607W / W100166


PARTNER Chairman & Executive Director Chief Financial Executive Vice President

Membership Number: 35646 Managing Director & President Officer (Corporate Affairs)

Mumbai, 6th November, 2017 DIN: 00076250 DIN: 02366334 & Company Secretary

Reserves & Surplus

GODREJ & BOYCE MANUFACTURING COMPANY LIMITEDSTATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31st MARCH, 2017

60


(Rupees in crore)Current Year Previous Year

A. CASH FLOWS FROM OPERATING ACTIVITIESPROFIT BEFORE TAX 132.15 406.08 ADJUSTMENTS TO RECONCILE PROFIT BEFORE TAX TO NET CASH USED IN:

Depreciation and Amortization Expense 178.62 157.64 Provisions for Doubtful Debts/Advances/Deposits 20.88 14.48 Profit on Sale of Investments (Net): Non-current (114.73) (77.48) Profit on Sale/Assignment of Fixed Assets (Net): Other Fixed Assets 1.39 (0.38) Unrealized Foreign Currency (Gain)/Loss (21.37) (1.67) Interest Income (9.10) (17.55) Dividend Income (68.49) (144.11) Finance Costs 175.84 177.18

Fair Valuation of Investments 154.76

Transfer of investments in subsidiaries to group companies - - Reclassification of acturial loss to Other Comprehensive Income (6.51) (4.94)

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 443.44 509.25 MOVEMENT IN CURRENT ASSETS AND LIABILITIES:

Inventories (267.68) (103.32) Trade and other Receivables (312.53) (66.88) Trade and other Payables 597.62 119.22

CASH GENERATED FROM/(USED IN) OPERATIONS 460.85 458.27 Direct Taxes paid (44.42) (40.30)

NET CASH FROM/(USED IN) OPERATING ACTIVITIES 416.43 417.97

B. CASH FLOWS FROM INVESTING ACTIVITIESFixed Assets acquired (Net) (636.46) (440.03) (Purchase)/Sale of Investment in Subsidiaries and Associates 582.23 (97.44) Net increase in bank deposits (having original maturities of more than 3 months) (17.95) (11.27) Proceeds (residual bank balance) received from a wholly-owned subsidiary on its liquidation 0.82 - Interest Income 9.10 16.16 Dividend Income 68.49 144.11

NET CASH FROM/(USED IN) INVESTING ACTIVITIES 6.23 (388.47)

C. CASH FLOWS FROM FINANCING ACTIVITIESNet increase/(decrease) in short-term Bank Borrowings 57.87 (199.36) Other Borrowings: Fresh Loans and Deposits taken 2,023.26 1,589.86 Loans and Deposits repaid (2,271.69) (1,363.14) Issue of Debentures - 497.91 Interest paid (177.77) (177.45) Dividend paid, including Dividend Distribution Tax (47.49) (369.12)

NET CASH FROM/(USED) IN FINANCING ACTIVITIES (415.82) (21.30)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 6.84 8.20

Cash and Cash Equivalents at the beginning of the year 20.36 12.16 Cash and Cash Equivalents at the end of the year 27.20 20.36

Add: Other Bank Balances (not considered as cash and cash equivalents): Fixed Deposits with Banks 57.00 42.00 Other Earmarked Accounts 22.71 19.76

CLOSING CASH AND BANK BALANCES (NOTE 12) 106.91 82.12

D. COMPONENTS OF CASH AND CASH EQUIVALENTS AT THE END OF THE YEARCash in hand 1.39 1.59 Balances with Banks in Current Accounts 25.81 18.76

GODREJ & BOYCE MANUFACTURING COMPANY LIMITEDSTATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31st MARCH, 2017

61


NOTES:1. The Statement of Cash Flow has been prepared under the "Indirect Method" as set out in the Indian Accounting Standard (Ind AS-7) on

"Statement of Cash Flows," and presents cash flows by operating, investing and financing activities.2. Figures for the previous year have been regrouped/restated wherever necessary to conform to this year's classification.3. Figures in brackets are outflows/deductions.4. Cash and cash equivalents for the purposes of this Statement comprise of cash in hand, cash at bank and fixed deposits with

maturity of three months or less.5. For expenditure on CSR activities, please refer to Note 41.




Firm Registration Number 104607W / W100166

ERMIN K. IRANI J. N. GODREJ A. G. VERMA P. K. GANDHI P. E. FOUZDARPARTNER Chairman & Executive Director Chief Financial Executive Vice President

Membership Number: 35646 Managing Director & President Officer (Corporate Affairs)


62


1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

B. Basis of accounting

The accounts have been prepared on accrual and going concern basis.The financial statements of the Company for the year ended 31st March, 2017 were approved for issue in accordance with the Resolution passed by the Board of Directors at their meeting held on 6th November, 2017

C. Functional and presentation currency

D. Uses of Estimates and Judgements

(i)

NOTES TO THE FINANCIAL STATEMENTS

A. General Information

Godrej & Boyce Manufacturing Company Limited (the Company) incorporated on 3rd March, 1932 is a major company of the

Godrej Group. The Company has diverse business divisions offering a wide range of consumer, office, and industrial products and

related services of the highest quality to customers in India and abroad. The Company is domiciled in India and its registered office

is at, Pirojshanagar, Vikhroli, Mumbai 400 079.

These financial statements as at, and for the year ended, 31st March, 2017 have been prepared in accordance with Indian

Accounting standards (“Ind AS”) issued under the Companies (Indian Accounting Standards) Rules, 2015 as amended by

Companies (Indian Accounting Standards) (Amendment) Rules, 2016.

For all periods up to and including the year ended 31st March, 2016, the Company prepared its financial statements in accordance

with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the

Companies (Accounts) Rules, 2014 (Indian GAAP). These financial statements are the Company’s first Ind AS financial statements

and are covered by Ind AS 101, First-time adoption of Indian Accounting Standards. The transition to Ind AS has been carried out

from the accounting principles generally accepted in India (“Indian GAAP”) which is considered as the “Previous GAAP” for

purposes of Ind AS 101. An explanation of how the transition to Ind AS has affected the Company’s equity and its net profit is

provided in Note 46.

These financial statements are presented in Indian rupees, which is the Company’s functional currency. All amounts have been

rounded to the nearest crore, unless otherwise indicated; a crore is equal to ten million.

The preparation of financial statements in accordance with Ind AS requires use of estimates and assumptions for some items,

which might have an effect on their recognition and measurement in the balance sheet and statement of profit and loss. The

actual amounts realised may differ from these estimates.

Estimates and assumptions are required in particular for:Determination of the estimated useful lives of tangible assets and the assessment as to which components of the cost may

be capitalized.

Useful lives of tangible assets are based on the life prescribed in Schedule II of the Companies Act, 2013. In cases, where the

useful lives are different from that prescribed in Schedule II, they are based on technical advice, taking into account the

nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement,

anticipated technological changes, manufacturers’ warranties and maintenance support. Assumptions also need to be made,

when the Company assesses, whether an asset may be capitalised and which components of the cost of the asset may be

capitalised.

If management's estimate of the useful life of the fixed asset is shorter than that envisaged in Schedule II, depreciation is

provided at a higher rate based on management’s estimate of the useful life. Accordingly, in respect of the commercial

construction projects, on some items of equipment at the project sites, depreciation is provided at a higher rate based on

useful life of the assets estimated at 5 years, compared to 15 years specified in Schedule II. In respect of additions

to/deductions from the assets, the depreciation on such assets is calculated on a pro rata basis from/upto the month of such

addition/deduction. Assets costing less than Rs. 5,000 are fully depreciated in the year of purchase/acquisition. Leasehold

Land and Buildings are amortised over the period of the lease. The cost of fixed assets not ready for their intended use at the

balance sheet date is disclosed under capital work-in-progress. Intangible assets comprising of Technical Know-how and

Trade Marks are amortised on straight-line basis at the rate of 16.67%; capitalised Computer Software costs relating to the

ERP system, are amortised on straight line basis at the rate of 20%.

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(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments)Rules, 2017, notifying amendments to Ind AS 7, ' Statement of Cash Flows' and Ind AS 102, ' Share-based payment'. The amendments are applicable to the Company from 1st April, 2017. The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cashflows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet the disclosure requirement.The amendment to Ind AS 102 provides specific guidance to measurement of cash-settled awards, modification of cash-settled awards and awards that include a net settlement feature in respect of withholding taxes. It clarifiesthat the fair value of cash-settled awards is determined on the basis consistent with that used for equity-settledawards. The amendment clarifies that if the terms and conditions of a cash-settled share-based payment transactionsare modified with the result that it becomes an equity-settled share-based payment transaction, the transaction isaccounted for as such from the date of the modification. Further, the amendment requires the award that includea net settlement feature in respect of withholding taxes to be treated as equity-settled in its entirety. The cashpayment to the tax authority is treated as if it was a part of an equity settlement. The Company is currently evaluating the effect of the above amendments.

At inception of an arrangement, the Company determines whether the arrangement is or contains a lease. At inception or on

reassessment of an arrangement that contains a lease, the Company separates payments and other consideration required

by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the

Company concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability

are recognised at an amount equal to the fair value of the underlying asset; subsequently, the liability is reduced as

payments are made and an imputed finance cost on the liability is recognised using the Company ’s incremental borrowing

rate. And in case of operating lease, all payments under the arrangement are treated as lease payments.

Fair value of financial instruments

Rebates and sales incentives

The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of

resources, and on past experience and circumstances known at the balance sheet date. The actual outflow of resources at a

future date may therefore vary from the figure included in other provisions.

All financial liabilities are required to be measured at fair value on initial recognition. In case of financial liabilities which are

required to subsequently be measured at amortised cost, interest is accrued using the effective interest method.

Rebates are generally provided to distributors or customers as an incentive to sell the Company’s products. Rebates are

based on purchases made during the period by distributor / customer. The Company determines the estimates of rebate

accruals primarily based on the contracts entered into with their distributors / customers and the information received for

sales made by them.

Derivatives are carried at fair value. Derivatives includes Foreign Currency Forward Contracts and Interest Rate Swaps. Fair

valued of Foreign Currency Forward Contracts are determined using the fair value reports provided by the respective

merchant bankers. Fair value of Interest Rate Swaps are determined with respect to current market rate of interest.

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial

assumptions include discount rate, trends in salary escalation, vested future benefits and life expectancy. The discount rate is

determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of

the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.

A deferred tax asset is recognised for all the deductible temporary differences to the extent that it is probable that taxable

profit will be available against which the deductible temporary difference can be utilised. The management assumes that

taxable profits will be available while recognising deferred tax assets.

Recognition and measurement of defined benefit obligations

Recognition of deferred tax assets

Recognition and measurement of other provisions

Discounting of long-term financial liabilities

Determining whether an arrangement contains a lease

E. Standards issued but not effective

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i. Property, plant and equipment a. Recognition and measurement

b. Subsequent expenditure

c. DepreciationThe Company has followed the Straight Line method for charging depreciation on all items of Fixed Assets, at the

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair

value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is

significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the

change has occurred.

Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e.

as prices) or indirectly (i.e. derived from prices).

Level 3 : inputs for the asset or liability that are not based on observable market data (unobservable inputs).

G. Significant accounting policies

When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as

possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation

techniques as follows:

F. Measurement of fair values

The Company ’s accounting policies and disclosures require the measurement of fair values for financial instruments.

The Company has an established control framework with respect to the measurement of fair values. The management regularly

reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing

services, is used to measure fair values, then the management assesses the evidence obtained from the third parties to support

the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which such

valuations should be classified.

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated

impairment losses.

The cost of an item of property, plant and equipment comprises:a) its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and

rebates.

b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of

operating in the manner intended by management.

Income and expenses related to the incidental operations, not necessary to bring the item to the location and condition

necessary for it to be capable of operating in the manner intended by management, are recognised in profit or loss.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as

separate items (major components) of property, plant and equipment.

All property, plant and equipment received in exchange for non-monetary assets are measured at fair value unless the

exchange transaction lacks commercial substance or the fair value of neither the asset received nor the asset given up is

reliably measurable. Measurement of an exchange at fair value will result in the recognition of a gain or loss based on the

carrying amount of the asset surrendered. If a fair value can be determined reliably for either the asset received or the asset

given up, then the fair value of the asset given up should be used unless the fair value of the asset received is more clearly

evident. Accordingly, Transferable Development Rights (TDR’s) obtained by the Company in respect of its freehold lands

situated at Mumbai, are carried at fair value of land given up unless the fair value of TDR received is more clearly evident,

and are shown under Freehold Land. Any gain or loss arising from such exchange is immediately recognized in profit and loss.

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure

will flow to the Company.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

Any transfer of such TDR’s / land from fixed asset to inventory is done at cost.

65


rates specified in Schedule II to the Act; these rates are considered as the minimum rates. If management's estimateof the useful life of the fixed asset is shorter than that envisaged in Schedule II, depreciation is provided at ahigher rate based on management’s estimate of the useful life. Accordingly, in respect of the commercial construction projects, on some items of equipment at the project sites, depreciation is provided at a higher ratebased on useful life of the assets estimated at 5 years, compared to 15 years specified in Schedule II.Moreover, in respect of special-purpose machinery used in the contract-manufacturing of precision components andsystems, depreciation is charged over the period of such manufacturing contracts. In respect of additions to/deductions from the assets, the depreciation on such assets is calculated on a pro rata basisfrom/upto the month of such addition/deduction. Assets costing less than Rs. 5,000 are fully depreciated in theyear of purchase/acquisition. Leasehold Land and Buildings are amortised over the period of the lease. The costof fixed assets not ready for their intended use at the balance sheet date is disclosed under capital work-in-progress.Intangible assets comprising of Technical Know-how and Trade Marks are amortised on straight-line basis at the rate of 16.67%; capitalised Computer Software costs relating to the ERP system, are amortised on straight line basis at the rate of 20%.

ii. Investment properties

iii. Intangible assets and goodwilla. Recognition and measurement


c. AmortisationIntangible assets are amortised over their estimated useful life on straight line method.

iv. Investment in Subsidiaries, Joint Ventures and AssociatesNon-current investments in subsidiaries, associates and joint ventures are stated at cost (unless otherwise stated); however, for any diminution other than temporary in the value of investments, the book value is reducedto recognise the decline. In cases where these investments are carried at their book values, which are higher than their fair values, the diminution in the value of such investments is considered to be of a temporary nature, in viewof the Company's long-term financial involvement in such investee companies.

v. Financial Instruments

Intangible assets, including patents and trademarks, which are acquired by the Company and have finite useful lives are

measured at cost less accumulated amortisation and any accumulated impairment losses.

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to

which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in

profit or loss as incurred.

a. The Company has elected to continue with the carrying value for all of its investment property as recognised in its Indian

GAAP financial statements as deemed cost at the transition date, viz., 1st April, 2015.

b. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition,

investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

c. The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the recognition

criteria are met. When significant parts of the investment property are required to be replaced at intervals, the Company

depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognized in


d. The Company follows the straight line method for charging depreciation on investment property over estimated useful

lives prescribed in Schedule II to the Companies Act, 2013.

e. Though the Company measures investment property using cost based measurement, the fair value of investment property

is disclosed in the notes.

f. Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn

from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds

and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity

instrument of another entity.

66


a. Financial assets(i) Classification:

(ii) Initial recognition and measurement:Equity investments

b. Financial liabilities(i) Classification

(ii) Initial recognition and measurement

(iii) Derecognition

(c) Derivative financial instruments

vi. InventoriesTrade Inventories:Raw Materials, Loose Tools, Stores, Spares, etc. are valued at lower of weighted average cost and estimated netrealisable value.Work-in-Process (other than Construction Projects) is valued at lower of estimated cost (consisting of directmaterial and direct labour costs plus appropriate factory overheads) and estimated net realisable value.Finished Goods are valued at lower of average cost and estimated net realisable value; cost includes purchase,conversion, appropriate factory overheads, any taxes or duties and other costs incurred for bringing the

The Company shall classify financial assets as subsequently measured at amortised cost, fair value through other

comprehensive income or fair value through profit or loss on the basis of its business model for managing the

financial assets and the contractual cash flow characteristics of the financial asset.

The Company uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency

risks . Such derivative financial instruments are initially recognised at fair value on the date on which a derivative

contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets

when the fair value is positive and as financial liabilities when the fair value is negative.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net

of directly attributable and incremental transaction cost.Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are

an integral part of the Effective Interest Rate (EIR). The EIR amortisation is included as finance costs in the statement

of profit and loss.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts,

financial guarantee contracts and derivative financial instruments.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When

an existing financial liability is replaced by another from the same lender on substantially different terms, or the

terms of an existing liability are substantially modified, such an exchange or modification is treated as the

derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying

amounts is recognised in the statement of profit or loss.

(a) All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for

trading are classified as at FVTPL. For all other equity instruments, the Company classifies the same at FVOCI. The

classification is made on initial recognition and is irrevocable.

(b) All fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of

the amounts from OCI to profit and loss, even on sale of investment. However, the Company may transfer the

cumulative gain or loss within equity. (c) Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in

the profit and loss.

The Company classifies all financial liabilities as subsequently measured at amortised cost, except for financial

liabilities at fair value through profit or loss. Such liabilities, shall be subsequently measured at fair value.

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans

and borrowings, payables, as appropriate.

67


inventories to their present location and condition. Spares and Components for after-sales service are valued atlower of average cost and estimated net realisable value.Obsolete and damaged inventories, and other anticipated losses are adequately provided for, wherever considered necessary.Construction Projects:

vii. Cash and cash equivalents

viii. Borrowing costs

ix. Provisions and Contingent Liabilities and Contingent AssetsA provision is recognised only when there is a present obligation as a result of a past event that probably requiresan outflow of resources to settle the obligation and in respect of which a reliable estimate can be made. Provision isnot discounted to its present value and is determined based on the best estimate required to settle the obligation atthe balance sheet date. A disclosure for a contingent liability is made when there is a possible obligation or apresent obligation that may, but probably will not, require an outflow of resources. When there is a possibleobligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision ordisclosure is made.Provisions and Contingent Liabilities and Contingent Assets are reviewed at each balance sheet date. Contingent Assets and related income are recognised when it becomes reasonably certain that inflow of economic benefit will arise.

x. Revenue Recognition(a) Sale of goods

(b) Lease Rentals:

(c) Revenue from construction contracts for industrial products / equipment.

The Company recognizes revenues on the sale of products, net of discounts, sales incentives and rebates granted.

Sales are recognised when significant risks and rewards of ownership in the goods are transferred to the buyer.

Revenues are recognized when collectability of the resulting receivable is reasonably assured.

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of

returns and allowances, trade discounts and volume rebates.

The group has determined that the payments to the lessor are structured to increase in line with expected general

inflation to compensate for the lessor’s expected inflationary cost increases. Accordingly rental income arising from

operating leases on investment properties is accounted for on an accrual basis as per the terms of the lease contract

and is included in revenue in the statement of profit or loss due to its operating nature.

If the outcome of a construction contract can be estimated reliably, then contract revenue is recognised in profit or

loss in proportion to the stage of completion of the contract. The stage of completion is based on percentage of

actual cost incurred up to the reporting date to the total estimated cost of the contract. Otherwise, contract revenue

is recognised only to the extent of contract costs incurred that are likely to be recoverable.

Industrial products/equipment are constructed based on specifically negotiated contracts with customers. Contract

revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive

payments, to the extent that it is probable that they will result in revenue and can be measured reliably.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined

above.

A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the

contract and the expected net cost of continuing with the contract. Before a provision is established, the Company

recognises any impairment loss on the assets associated with that contract.

Cash and cash equivalent in the balance sheet comprise cash on hand, bank balances and short-term deposits with an

original maturity of three months or less, which are subject to an insignificant risk of changes in value.

In respect of the commercial construction projects promoted / developed on the company’s land, construction work-in-

progress is valued at estimated cost consisting of the cost of land (forming part of the project), development, construction

and other related costs.

Borrowing costs that are directly attributable to the acquisition or construction of an asset that necessarily takes a

substantial period of time to get ready for its intended use are capitalised as part of the cost of that asset till the date it is

ready for its intended use or sale. Other borrowing costs are recognised as an expense in the period in which they are

incurred.

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(d) Revenue from rendering of services

(e) Sale from multiple element arrangement

(f) Revenue from Real Estate Transaction:

(g) Loyalty programme

Contract expenses are recognised as incurred unless they create an asset related to future contract activity. An

expected loss on a contract is recognised immediately in profit or loss.

Revenue from service transactions is recognised as per agreements/arrangements with the customer when the

related services are rendered/provided. If the services under a single arrangement are rendered in different

reporting periods, then the consideration is allocated on a relative fair value basis.

Sales of goods and services sometimes involve the provision of multiple elements. In these cases, the Company

determines whether the contract or arrangement contains more than one unit of accounting. If certain criteria are

met, foremost if the delivered element(s) has (have) value to the customer on a stand-alone basis, the arrangement

is separated and the appropriate revenue recognition convention is then applied to each separate unit of accounting.

Generally, the total arrangement consideration is allocated to the separate units of accounting based on their relative

fair values. If the criteria for the separation of units of accounting are not met, revenue is deferred until such criteria

are met or until the period in which the last undelivered element is delivered.

iv. Income from operation of commercial complexes is recognised over the tenure of the lease / service agreement.

Sales is allocated between the loyalty programme and the other components of the transaction. The amount

allocated to the loyalty programme is deferred, and is recognised as revenue when the Company has fulfilled its

obligations to supply the discounted products under the terms of the programme or when it is no longer probable

that the points under the programme will be redeemed.

i. The “Percentage of Completion Method” of accounting is followed where revenue from sale of properties is

recognized in Statement of Profit & Loss in proportion to the actual cost incurred as against the total estimated cost

of projects under execution with the Company on transfer of significant risk and rewards to the buyer. Up to March

31, 2012 revenue was recognised only if the actual project cost incurred is 20% or more of the total estimated project

cost.

ii. Effective April 1, 2012, in accordance with the “Guidance Note on Accounting for Real Estate Transactions (Revised

2012)” (Guidance Note), all projects commencing on or after the said date or projects which have already

commenced, but where the revenue is recognised for the first time on or after the above date, Construction revenue

on such projects have been recognised on percentage of completion method provided the following thresholds have

been met: (a) All critical approvals necessary for the commencement have been obtained; (b) The expenditure

incurred on construction and development costs is not less than 25 percent of the total estimated construction and

development costs; (c) At least 25 percent of the saleable project area is secured by contracts or agreements with

buyers; and (d) At least 10 percent of the agreement value is realized at the reporting date in respect of such

contracts and it is reasonable to expect that the parties to such contracts will comply with the payment terms as

defined in the contracts.

iii. Effective April 1, 2016, construction revenue for all projects commencing on or after the said date or projects

which have already commenced, but where the revenue is recognised for the first time on or after the above date,

have been recognised in accordance with the “Guidance Note on Accounting for Real Estate Transactions (for entities

to whom Ind AS is applicable)”. Principle enunciated in said guidance note is substantially similar to the guidance

note on accounting for real estate transaction issued by the Institute of Chartered Accountants of India (ICAI) in 2012.

69


xi. Employee benefits

a. Short term employee benefits (payable wholly within twelve months of rendering the service)

b. Defined contribution plans

The Company’s contributions paid/payable to Managerial Superannuation Fund, Employees’ State Insurance

Scheme, Employees’ Pension Schemes, 1995 and other funds, are determined under the relevant approved

schemes and/or statutes, and are recognised as expense in the Statement of Profit and Loss during the period

in which the employee renders the related service. There are no further obligations other than the

contributions payable to the approved trusts/appropriate authorities.

c. Defined benefit plans

However, the Rules of the Company's Provident Fund (PF) administered by an approved Trust, require that if the Board of Trustees is unable to pay interest at the rate declared for the Employees’ Provident Fund by the Government under para 60 of the Employees’ Provident Fund Scheme, 1952, for the reason that the return on investment is less or for any other reason, then the deficiency shall be made good by the Company.

d. Other long-term employee benefits

xii. Finance income and finance costs

The Company’s finance income and finance costs include, interest income, interest expense, dividend

income, the foreign currency gain or loss on financial assets and financial liabilities.

xiii. Foreign currency transactions

xiv. Income Taxes

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount

expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of

past service provided by the employee and the obligation can be estimated reliably.

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange

rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are

translated into the functional currency at the exchange rate when the fair value was determined. Foreign currency

differences are generally recognised in profit or loss. Non-monetary items which are carried in terms of historical cost

denominated in a foreign currency, are reported using the exchange rate at the date of the transaction.

The Company’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating

the amount of future benefit that employees have earned in the current and prior periods, discounting that amount

and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit

credit method.

Re-measurement of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan

assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately

in OCI. Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate,

used to measure the net defined liability (asset), to the net defined liability (asset) at the start of the financial year

after taking into account any changes as a result of contribution and benefit payments during the year. Net interest

expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to

past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Company recognises

gains and losses on the settlement of a defined benefit plan when the settlement occurs.

The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that

employees have earned in return for their service in the current and prior periods. That benefit is discounted to

determine its present value. Re-measurement are recognised in profit or loss in the period in which they arise. Other

employee benefits include leave encashment/long-term compensated absences schemes.

Interest income or expense is recognised using the effective interest rate method. Dividend income is recognised in profit or

loss on the date on which the Company’s right to receive payment is established.

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to

a business combination, or items recognised directly in equity or in OCI.

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a. Current tax

b. Deferred tax

Deferred tax assets and liabilities are offset only if:

Minimum Alternate Tax (MAT) Credit Entitlement is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period in which such credit can be carried forward for set-off. The carrying amount of MAT Credit Entitlement is reviewed at each balance sheet date.

xv. Leases (where the Company is the lessor)In its Estate Leasing operations, the assets subject to operating leases are included in investment property. Lease income is recognised in the Statement of Profit and Loss on a straight-line basis over the lease term. Costs, including depreciation, are recognized as an expense in the Statement of Profit and Loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognised immediately in the Statement of Profit and Loss.

(ii) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities

for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

(i) temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business

combination and that affects neither accounting nor taxable profit or loss;(ii) temporary differences related to investments in subsidiaries and associates to the extent that the Group is able to

control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the

foreseeable future; and

(iii) taxable temporary differences arising on the initial recognition of goodwill.

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any

adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or

substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

Current tax assets and liabilities are offset only if, the Company:(i) has a legally enforceable right to set off the recognised amounts; and

b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on

the same taxable entity.

Deferred tax asset / liabilities in respect of on temporary differences which originate and reverse during the tax holiday

period are not recognised. Deferred tax assets / liabilities in respect of temporary differences that originate during the tax

holiday period but reverse after the tax holiday period are recognised. Deferred tax assets on unabsorbed tax losses and tax

depreciation are recognised only to the extent that there is virtual certainty supported by convincing evidence of their

realisation and on other items when there is reasonable certainty of realisation. The tax effect is calculated on the

accumulated timing differences at the year-end based on the tax rates and laws enacted or substantially enacted on the

balance sheet date.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to

the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax

assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the

related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits

improves.Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that it has

become probable that future taxable profits will be available against which they can be used.Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they

reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the

Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and

71


xvi. Product warranty expense under service warranty obligation

xvii. Research And Development Expenses:Revenue expenditure pertaining to research and development is charged to Statement of Profit and Loss under thenatural head of expense. Capital expenditure on research and development is shown as addition to Property, Plant and Equipment and depreciation is provided on such assets as applicable.

xviii. Earnings per shareBasic and diluted earnings per share is computed by dividing the profit/(loss) after tax by the weighted average number of equity shares outstanding during the year.

xix. Segment ReportingOperating Segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker.

(i) Exemptions from retrospective application:

(a)

(b)

(c)

– equity as at 1st April, 2015;– equity as at 31st March, 2016;– total comprehensive income for the year ended 31st March, 2016; and– explanation of material adjustments to cash flow statements.

Investment in subsidiaries and associates: The Company has elected to apply the exemption available under Ind AS 101 to

continue the carrying value for its investments in subsidiaries and associates and property, plant and equipment, as

recognised in the financial statements as at the date of transition to Ind ASs, measured as per the previous GAAP as at the

date of transition (1st April, 2015).

(ii) Reconciliations: The following reconciliations provide a quantification of the effect of significant differences arising from the

transition from Previous GAAP to Ind AS in accordance with Ind AS 101:

The adoption of Ind AS was carried out in accordance with Ind AS 101, using 1st April, 2015 as the transition date. Ind AS 101

requires that all Ind AS standards that are effective for the first Ind AS Financial Statements for the year ended 31st March, 2017,

be applied consistently and retrospectively for all fiscal years presented.

All applicable Ind AS have been applied consistently and retrospectively wherever required. The resulting difference between the

carrying amounts of the assets and liabilities in the financial statements under both Ind AS and Previous GAAP as of the Transition

Date have been recognized directly in equity at the Transition Date.

In preparing these financial statements, the Company has availed itself of certain exemptions and exceptions in accordance with

Ind AS 101 as explained below:

Property, plant and equipment, investment property and intangibles exemption: The Company has elected to apply the

exemption available under Ind AS 101 to continue the carrying value for all of its property, plant and equipment, investment

properties and intangibles as recognised in the financial statements as at the date of transition to Ind ASs, measured as per

the previous GAAP and use that as its deemed cost as at the date of transition (1st April, 2015).

Derecognition of financial assets and financial liabilities: The Company has opted to apply the exemption available under Ind

AS 101 to apply the derecognition criteria of Ind AS 109 prospectively for the transactions occurring on or after the date of

transition to Ind AS.

As stated in Note 1B, the Company's financial statements for the year ended 31st March, 2017 are the first annual financial

statements prepared in compliance with Ind AS.

In respect of products sold by the Company, which carry a specified warranty, future costs that will be incurred by the

Company in carrying out its contractual warranty obligations are estimated and accounted for on accrual basis.

H. Transition to Ind AS reporting

72


2.A. PROPERTY, PLANT AND EQUIPMENT

(Rupees in crore)

Particulars Freehold

Land

Leasehold

Land

Freehold

Buildings

Leasehold

Buildings

Plant &

Equipment

Furniture &

Fixtures

Vehicles/

Vessels

Office

Equipment Total

COST OF ASSETS

Gross Block as at 1/4/2016 285.95 46.46 447.80 15.48 721.50 47.94 13.99 48.38 1,627.51 Adjustment pursuant to the Scheme of

Amalgamation of Cartini India Ltd. with

the Company

- 1.18 32.65 - 39.11 1.07 - 0.50 74.51

Capital Work-in-Progress as at

1/4/2016 - - 241.49 - 79.28 2.40 - 3.08 326.25

Adjustment pursuant to the Scheme of

Amalgamation of Cartini India Ltd. with

the Company

- - 3.88 - 0.66 - - - 4.55

Capital Expenditure during the year 14.75 41.85 315.43 2.40 166.61 7.33 0.12 13.85 562.33


31/3/2017 - - (329.82) - (72.39) (2.17) (0.02) (6.69) (411.09)

Additions 14.75 41.85 230.98 2.40 174.16 7.56 0.10 10.24 482.04 Deductions - - (4.54) - (4.44) (0.26) (0.08) (0.66) (9.98) Gross Block as at 31/3/2017 300.70 89.49 706.89 17.88 930.33 56.31 14.01 58.46 2,174.08

DEPRECIATION

Total Depreciation upto 31/3/2016 - 0.58 12.77 1.86 110.69 8.50 1.00 10.80 146.19

Depreciation for the year - 0.90 18.47 2.25 125.16 9.00 1.00 11.98 168.76 Depreciation on Deductions - - 0.19 - (2.06) (0.10) (0.07) (0.28) (2.32)


NET BOOK VALUE

Net Block as at 31/3/2017 300.70 88.01 675.46 13.77 696.55 38.91 12.08 35.96 1,861.45 Capital Work-in-progress - - 329.82 - 72.39 2.17 0.02 6.69 411.09

Total as at 31/3/2017 300.70 88.01 1,005.28 13.77 768.94 41.08 12.10 42.65 2,272.54

Intangible Assets (other than internally generated)

Particulars

Total

COST OF ASSETS

Gross Block as at 1/4/2016 - 6.60 0.96 0.13 7.69 Additions - 0.08 - - 0.08 Deductions - - - - - Gross Block as at 31/3/2017 - 6.68 0.96 0.13 7.77

AMORTIZATION

Total upto 31/3/2016 - 2.12 0.43 0.04 2.59 Charge for the year - 2.31 0.43 0.04 2.78 Deductions - - - - -

Total Amortization upto 31/3/2017 - 4.43 0.86 0.08 5.37

NET BOOK VALUE

As at 31/3/2017 - 2.25 0.10 0.05 2.40 Capital Work-in-progress 14.45 - - 14.45

Tangible Assets

Technical

Know-how

Trademarks Computer

Software

Goodwill

73


2.A. PROPERTY, PLANT AND EQUIPMENT

(Rupees in crore)

Particulars Freehold

Land

Leasehold

Land

Freehold

Buildings

Leasehold

Buildings

Plant &

Equipment

Furniture &

Fixtures

Vehicles/

Vessels

Office

Equipment Total

COST OF ASSETS

Deemed Cost as at 1/4/2015 218.75 46.46 410.60 11.71 577.25 33.75 13.61 34.96 1,347.09 Capital Work-in-Progress as at

1/4/2015 - - 78.30 - 68.27 10.65 0.01 5.06 162.29

Capital Expenditure during the year 67.20 - 205.35 3.77 160.13 6.77 0.37 11.89 455.48


31/3/2016 - - (241.49) - (79.28) (2.40) - (3.08) (326.25)

Additions 67.20 - 42.16 3.77 149.10 15.02 0.39 13.86 291.49 Deductions - - (4.96) - (4.85) (0.83) (0.00) (0.44) (11.08)

Gross Block as at 31/3/2016 285.95 46.46 447.80 15.48 721.50 47.94 13.99 48.38 1,627.51

ACCUMULATED DEPRECIATION

Total Depreciation upto 1/4/2015 - - - - - - - - -

Depreciation for the year - 0.58 12.77 1.86 111.02 8.55 1.00 10.88 146.66 Depreciation on Deductions - - (0.00) - (0.33) (0.05) (0.00) (0.08) (0.47)


NET BOOK VALUE

Net Block as at 31/3/2016 285.95 45.88 435.03 13.62 610.82 39.44 12.99 37.58 1,481.32 Capital Work-in-progress - - 241.49 - 79.28 2.40 - 3.08 326.25

Total as at 31/3/2016 285.95 45.88 676.52 13.62 690.10 41.84 12.99 40.66 1,807.57


ParticularsTotal

COST OF ASSETS

Deemed Cost as at 1/4/2015 5.86 0.96 0.13 6.95

Additions 0.74 - - 0.74 Deductions - - -

Gross Block as at 31/3/2016 6.60 0.96 0.13 7.69

ACCUMULATED DEPRECIATION/AMORTIZATION

Charge for the year 2.12 0.43 0.04 2.59 Deductions - - - -

Total Depreciation /Amortization upto 31/3/2016 2.12 0.43 0.04 2.59

NET BOOK VALUE

As at 31/3/2016 4.48 0.53 0.09 5.10

Note: The Company has availed the deemed cost exemption in relation to the property, plant and equipment on the date of transition

and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer notes

below for the gross block value and the accumulated depreciation on April 1, 2015 under the previous GAAP.

Particulars

Freehold

Land

Leasehold

Land

Freehold

Buildings

Leasehold

Buildings

Plant &

Equipment

Furniture &

Fixtures

Vehicles/

Vessels

Office

Equipment Total

Tangible Assets Deemed Cost as on 1/4/2015:

Gross Block as at 1/4/2015 218.61 49.22 525.64 12.44 1,372.96 75.10 18.11 72.25 2,344.33 Accumulated Depreciation upto

1/4/2015- 2.76 116.41 0.73 803.29 41.42 4.52 37.58 1,006.71

Net Block treated as deemed cost

upon transition218.61 46.46 409.23 11.71 569.67 33.68 13.59 34.67 1,337.62

Add: Capitalisation of Toolings 1.20 1.20

Net Block 218.61 46.46 409.23 11.71 570.87 33.68 13.59 34.67 1,338.82

Add: Additions pursuant to Business

Combinations0.14 - 1.37 - 6.38 0.07 0.02 0.29 8.27

Net Block as deemed cost upon

transition218.75 46.46 410.60 11.71 577.25 33.75 13.61 34.96 1,347.09

Intangible Assets Deemed Cost as on 1/4/2015: Total

Gross Block as at 1/4/2015 9.72 8.64 0.25 18.61 Accumulated Depreciation upto 1/4/2015 3.88 7.68 0.12 11.68 Net Block treated as deemed cost upon transition 5.84 0.96 0.13 6.93

Add: Additions pursuant to Business Combinations 0.02 - - 0.02 Net Block as deemed cost upon transition 5.86 0.96 0.13 6.95

-

Tangible Assets

Computer

Software

Technical

Know-how

Trademarks

Computer

Software

Technical

Know-how Trademarks

74


2.B. INVESTMENT PROPERTY(Rupees in crore)

COST OF ASSETS Deemed Cost as at 1/4/2015 270.54

Additions 4.83 Deductions - Gross Block as at 31/3/2016 275.37 Additions - Deductions (1.51) Gross Block as at 31/3/2017 273.86

ACCUMULATED DEPRECIATION Total Depreciation upto 1/4/2015 -

Depreciation for the year 8.39 Depreciation on Deductions - Total Depreciation upto 31/3/2016 8.39 Depreciation for the year 7.08 Depreciation on Deductions (0.58) Total Depreciation upto 31/3/2017 14.89

NET BOOK VALUE Net Block as at 31/3/2016 266.98

Net Block as at 31/3/2017 258.97

Deemed Cost as on 1/4/2015Gross Block as at 1/4/2015 299.20 Accumulated Depreciation upto 1/4/2015 28.66 Net Block treated as deemed cost upon transition 270.54

Note: The Company has availed the deemed cost exemption in relation to the investment property on the date of transition andhence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer notes above for the gross block value and the accumulated depreciation on April 1, 2015 under the previous GAAP.

(Rupees in crore)2016-17 2015-16

Rental Income derived from investment properties 217.09 238.84 Direct operating expenses (including repairs and maintenance) generating rental income 43.41 44.80 Profit arising from investment properties 173.68 194.04

As at 31 March 2017 and 31 March 2016, the fair values of the properties are Rs. 2,126 crore and Rs. 1,964 crore respectively.These valuations are based on discounted cash flow method

Reconciliation of fair value: (Rupees in crore)Opening balance as at 01/04/2015 1,882.00 Fair value differences 82.00 Purchases - Opening balance as at 31/03/2016 1,964.00 Fair value differences 162.00 Purchases - Closing balance as at 31/03/2017 2,126.00

The Company has applied the method of Discounted Cash Flow projections based on reliable estimates of future cash flows.

Description of valuation technique and key inputs to valuation on investment properties: Valuation Significant unobservable inputs Range (weighted average)Discounted Cash Flow Rent growth p.a. 5%

Long term vacancy 0% Discount rate 15%

75


Notes:(a) In respect of the Company’s freehold land situated at Thane (transferred on Amalgamation of the erstwhile Lawkim Ltd. with the Company):

(i) Land admeasuring approximately one acre was the subject matter of dispute. The Company has filed an appeal in the Hon'ble High Court of Judicature at Bombay, against the Order dated 23rd December, 2004 passed by the Third Additional District Judge, Thane. The Company has also registered notice of lis pendens dated 17th May,2005 with the Registrar of Sub-Assurance.(ii) A part of the land was acquired by the Thane Municipal Corporation and the Company has an option for theTransferable Development Rights (TDR) as compensation for the said acquisition. Pending the receipt of suchcompensation by the Company in the form of TDR, no adjustment has been made in the books in this regard.

(b) Freehold Land includes (i) leasehold rights in perpetuity and (ii) transferable development rights (TDRs). FreeholdBuildings include investments representing shares in ownership of flats.

(c) Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs. 29.61 crore(as at 31-03-2016: Rs. 48.43 crore).

(d) The additions to Freehold Land, includes Rs. 17.84 crore, pertaining to carrying value of Land of the three wholly-owned subsidiaries merged with the Company, with effect from, 1st April, 2015. [Refer Note 50 (v)]

(Rupees in crore)As at As at As at

31-03-2017 31-03-2016 01-04-20153. INVESTMENTS IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

(at cost unless otherwise specified)GRAND SUMMARY

TRADE INVESTMENTS(a) Subsidiary companies

Equity Shares 70.57 1,183.51 1,112.15 Preference Shares/Preferred Stock 45.59 40.59 15.90

116.16 1,224.10 1,128.05 (b) Associate companies

Equity Shares - 256.33 255.00 Common Stock 33.59 33.59 17.84 Contribution towards Capital of an LLP 2.67 2.12 1.88

36.26 292.04 274.72 (c) Joint Venture company

Equity Shares 0.75 0.75 0.75 153.17 1,516.89 1,403.52

OTHER INVESTMENTS 5,239.75 113.83 9.30

(a) QUOTED (At Amortised Cost)

(1) Investments in Equity Shares in direct Subsidiary Companies (with the Company's direct holdings in excess of 50% of the equity share capital)

(i) Nil (as at 31-03-2016: 19,39,04,681) Equity Shares of Re. 1 each inGodrej Industries Ltd. (GIL) – at Book Value (See Note 1. below) - 257.77 257.77

- 257.77 257.77

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31-03-2017 31-03-2016 01-04-2015

(2) Investments in Equity Shares in other SubsidiaryCompanies (where the Company owns directly and indirectly through one or more subsidiaries, more than one-half of the equity share capital)(i) As at 31-03-2016: 11,85,03,815 Equity Shares of

Re. 1 each in Godrej Consumer Products Ltd. – At Book Value (6,60,000 shares sold during the year 2014-15) (See Note 1. below) - 283.24 284.82

(ii) As at 31-03-2016: 106,50,688 Equity Shares of Rs. 5 each in Godrej Properties Ltd. (12,55,000 shares purchased during the year

2014-15)(See Note 1. below) - 485.12 405.95 - 768.36 690.77

(3) Investments in Equity Shares in an Associate Company: (i) Nil (as at 31-03-2016: 2,01,54,008) Equity Shares of Rs. 2 each in

- 256.33 255.00

Total Quoted Non-current Trade Investments - 1,282.46 1,203.54

(b) UNQUOTED (At Amortised Cost)(1) Investments in Equity Shares in direct Subsidiary Companies

(i) 5,050 Equity Shares of Rs.100 each in Godrej Infotech Ltd. 1.05 1.05 1.05(ii) Nil (as at 31-03-2016: 3,09,410) Equity Shares of RM 10 each in

Godrej (Malaysia)Sdn. Bhd. [G(M)] [after deducting Rs. 5.22 crore in respect of the value of shares in Mercury Manufacturing Company Ltd. received from the liquidator of G(M) - 0.81 6.04

(iii) Nil (as at 31-03-2015: 50,000) Equity Shares of Rs. 10 each in East View Estates Pvt. Ltd. (see Note 2. below) - - 0.94

(iv) Nil (as at 31-03-2015: 10,000) Equity Shares of Rs. 10 each in Firstrock Infrastructure Pvt. Ltd. (see Note 2. below) - - 6.94

(v) Nil (as at 31-03-2015: 10) Equity Shares of Rs. 10 each in Miracletouch Developers Pvt. Ltd. (see Note 2. below) - - 7.83

(vi) 2,00,000 Equity Shares of Rs. 10 each in India Circus Retail Private Ltd. (purchased at face value during the year 2015-16) 0.20 0.20 -

(vii) 48,723 Equity Shares of S$ 10 each in Godrej (Singapore) Pte. Ltd. 24.83 24.83 24.83(viii) 98,170 (as at 31-03-2015: 54700) Equity Shares of € 46 each in

Veromatic International BV., the Netherlands (43,470 shares subscribed during the year 2015-16) [excluding diminution (other than temporary) in the value of investment amountingto Rs. 43.02 crore recognized in the year 2011-12] 42.63 42.63 28.12

(ix) 3,00,000 Shares ("common stock with no par value") of Godrej Americas Inc. USA. 1.86 1.86 1.86

70.57 71.38 77.61

Geometric Ltd., valued at deemed cost as per Ind AS 101, the previous

GAAP carrying amount of Rs. 7.27 crore as on 1st April, 2015 has been

recognized at fair value of Rs. 203.38 crore, resulting in an adjustment to

the extent of Rs. 196.11 crore. 79,79,008 shares at a carrying amount of

Rs. 51.62 crores were received pursuant to a business combination.

[Refer Note 50 (ii) - Amalgamation of Godrej Investments Pvt. Ltd. with

the Company] . During the year, these shares were exchanged for shares

in HCL Technologies Ltd. and 3DPLM Software Solutions Ltd. on

demerger of the Business Undertaking of erstwhile Geometric Ltd with

HCL Technologies Ltd. and amalgamation of Remaining Undertaking of

esrtwhile Geometric Ltd. with 3DPLM Software Solutions Ltd. [Refer

Note 4 (a) (iii) and 4(b)(2)]

77


Notes:


31-03-2017 31-03-2016 01-04-2015

(2) Investments in Equity Shares in other Subsidiary Companies (where the Company owns directly and indirectly through one or more subsidiaries, more than one-half of the equity share capital)

(i) Nil (as at 31-03-2016: 26,53,000) Equity Shares of Rs. 10 each in Godrej Agrovet Ltd. (26,53,000 Bonus shares issued during the yearand 53,06,000 shares sold during the year) - 86.00 86.00

(3) Investments in Equity Shares of Joint Ventures(i) 7,50,000 Equity Shares of Rs. 10 each in Godrej Consoveyo Logistics Automation Ltd. (formerly Godrej Efacec Automation & Robotics Ltd.) 0.75 0.75 0.75

(4) Investments in Equity Shares of Associates(i) Contribution towards 19.66% of an Associate, Urban Electric Power

Inc,USA (16,21,539 common units @ 3.25 per unit) 33.59 33.59 17.84

(5) Investments in Preference Shares of Subsidiary Companies (i) Nil (as at 31-03-2015: 9,990) Preference Shares of Rs. 10 each in

Miracletouch Developers Pvt. Ltd. - [ see item (b) (1) (v) and Note 2 above] - - 0.01

(ii) 2,30,00,000 (as at 31-03-2016: 1,80,00,000) 6% Optionally Convertible Non-Cumulative Redeemable Preference Shares of Rs.10 each in India Circus Retail Private Ltd.(50,00,000 shares subscribed during the year) 23.00 18.00 -

(iii) 6,70,121 Series A Preferred Stock shares of par value $0.001 each in Sheetak Inc., USA 6.71 6.71 6.71 (iv) 9,42,506 (as at 31-3-2015: 5,80,004) Series B Preferred Stock shares of par value $0.001 each in Sheetak Inc., USA (3,62,502 shares subscribed during the year 2015-16) 15.88 15.88 9.18

45.59 40.59 15.90 (6) Investments in Limited Liability Partnership Firms

(i) Contribution towards 50% of the Fixed Capital of Godrej & Boyce Enterprises LLP* - - -

(ii) Contribution towards 20% of the Capital of Future Factory LLP (including share of profit of Rs. 0.55 crore booked during the year; previous year: Rs.0.24 crore) 2.67 2.12 1.88

(a) Total capital of the Firm: Rs. 2.67 crore(b) Names of other Partners and % share in Capital: Mr. Jashish Navin Kambli - 56% Mrs. Geetika Kambli - 24%

*(Amount less than Rs.50,000) 2.67 2.12 1.88 Total Unquoted Non-current Trade Investments 153.17 234.43 199.98 Grand Total 153.17 1,516.89 1,403.52

1. Pursuant to a resolution passed at an extraordinary general meeting, of the Company: (a) the entire holding of 19,39,04,681

shares in Godrej Industries Ltd.(GIL), was transferred to Vora Soaps Ltd. - a promoter group company - without consideration; and (b)

9,35,00,000 shares held by the Company in Godrej Consumer Products Ltd. (GCPL) were transferred to Godrej Seeds and Genetics

Ltd. - a promoter group company - without consideration.

Consequently, the Company is no longer the holding company of GIL, GCPL and their respective subsidiaries. Hence, investments in

GCPL and Godrej Properties Ltd. (a subsidiary of Godrej Industries Ltd.) at the end of the year are classified as Other Equity

instruments.2. The three wholly-owned subsidiaries (items iii, iv, and v) have been amalgamated with the Company with effect from 1st April,

2015, and the book value of the investments therein have been adjusted against Capital Reserve [Note 50 (v)].

78



31-03-2017 31-03-2016 01-04-2015

C. DISCLOSURE

(a) Aggregate amount of Quoted Investments - 1,282.46 1,203.54 (b) Market Value of Quoted Investments - 23,784.00 19,539.00 (c) Aggregate amount of Unquoted Investments 153.17 234.43 199.98

153.17 1,516.89 1,403.52

(d) Aggregate amount of Impairment in the value of Investments - - -

4. OTHER INVESTMENTS(a) QUOTED

Investments in Equity Shares (Fully Paid up unless stated otherwise)(At Fair Value Through Other Comprehensive Income):(i) 2,50,03,815 (as at 31-03-2016: 11,85,03,815) Equity Shares of

Re. 1 each in Godrej Consumer Products Ltd.(9,35,00,000 shares transferred to a promoter group company during the year 2016-17) (6,60,000 shares sold during the year 2015-16) 4,179.14 - -

(ii) 1,06,50,688 Equity Shares of Rs. 5 each in Godrej Properties Ltd.(12,55,000 shares purchased duringthe year 2015-16) 410.64 - -

(iii) 46,86,976 Equity Shares of Rs. 2 each in HCL Technologies Ltd.(28,31,393 shares received on demerger of Business Undertaking of erstwhile Geometric Ltd. with HCL Technologies Ltd., in exchange of 1,21,75,000 shares held in erstwhile Geometric Ltd. by the Company. Moreover, 18,55,583 shares received in exchange of 79,79,008 shares held by Godrej Investments Pvt. Ltd., which merged with the Company from the appointed date of 29th March, 2017.) 409.99 - -

(iv) 12,000 Equity Shares of Rs. 10 each in Central Bank of India 0.13 0.09 0.13

(v) 52,590 Equity Shares of Rs. 2 each in Housing Development Finance Corporation Ltd. 7.90 5.81 6.92 (vi) 68,65,666 Common Shares of par value USD 0.001 in Verseon Corporation USA (purchased during the year 2015-16 at a total cost of Rs.100.57 crores) 85.88 98.91 -

Total Quoted Non-current Non-Trade Other Investments 5,093.68 104.81 7.05

(b) UNQUOTED(1) Investments in Equity Shares

(i) 50 Equity Shares of Rs. 50 each in Godrej & Boyce Employees’Co-operative Consumer Society Ltd.* - - -

(ii) 1,000 Equity Shares of Rs. 10 each in Super Bazar CooperativeStores Ltd.* - - -

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31-03-2017 31-03-2016 01-04-2015

(iii) 1,000 Equity Shares of Rs. 10 each in Saraswat Co-operativeBank Ltd. 0.02 0.02 0.02

(iv) 4,000 Equity Shares of Rs. 25 each in The Zoroastrian Co-operative Bank Ltd. 0.10 0.10 0.09

(v) 2 Equity Shares of Rs. 10 each in Brihat Trading Private Ltd.* - - - (vi) 100 Equity Shares of Rs. 100 each in Gharda Chemicals Ltd.

(Shares have not been registered in the Company’s name) 0.10 0.10 0.10(vii) 1,823 Equity Shares of Rs.10 each in Edayar Zinc Ltd. (erstwhile

Binani Zinc Ltd)- At Book Value* - - - (viii) 15,000 Equity Shares of Rs. 1,000 each in

Global Innovation and Technology Alliance (a limited company under the purview of Section 8 of the Companies Act, 2013) 1.50 1.50 1.00

(ix) 84,375 Equity Shares of Rs.10 each in Nimbua Greenfield(Punjab)Ltd. 1.07 1.07 1.04(x) Contribution towards 19.61% of the Capital of

Proboscis Inc., USA (25,000 shares of par value USD 0.01) 6.23 6.23 - (xi) 1400 Shares of Rs.10 each in Godrej One Premises Management

Pvt. Ltd.* - - -

(2) Investments in Preference Shares(i) 2,01,54,008 7% Redeemable Preference Shares of Rs. 68 each in

3DPLM Software Solutions Ltd. (1,21,75,000 shares received on amalgamation of Remaining Undertaking of erstwhile Geometric Ltd. with 3DPLM Software Solutions Ltd., in exchange of 1,21, 75,000 shares held in erstwhile Geometric Ltd by the Company. Moreover, 79,79,008 shares received in exchange of 79,79,008 shares held by Godrej Investments Pvt. Ltd., which merged with the Company from the appointed date of 29th March, 2017.) [Refer item (a) (iii) above] 137.05 - -

Total Unquoted Non-current Non-Trade Other Investments 146.07 9.02 2.25 *(Amount less than Rs.50,000)

Grand Total 5,239.75 113.83 9.30

C. DISCLOSURE(a) Aggregate amount of Quoted Investments and market value thereof 5,093.68 104.81 7.05 (b) Aggregate amount of Unquoted Investments 146.07 9.02 2.25

5,239.75 113.83 9.30

(c) Aggregate amount of Impairment in the value of Investments - - -

5. TRADE RECEIVABLESUnsecured and considered good 7.44 12.50 69.66 Unsecured and considered doubtful 138.46 117.58 103.10

Less: Allowances for doubtful receivables (138.46) (117.58) (103.10) - - -

Total 7.44 12.50 69.66

Non-current investments in Subsidiaries, Associates and Joint Ventures are stated

at cost (unless otherwise stated) as per Ind AS 27; however, for any diminution,

other than temporary in the value of investments, the book value is reduced to

recognise the decline. In cases where these investments are carried at their book

values, which are higher than their fair values, the diminution in the value of such

investments is considered to be of a temporary nature, in view of the Company's

long-term financial involvement in such investee companies.

80



31-03-2017 31-03-2016 01-04-2015

6. LOANS (Unsecured, Considered Good)(a) Deposits 29.39 49.68 45.85 (b) Other Loans and Advances 6.12 8.99 5.63 Total 35.51 58.67 51.48

(i) Other Loans and Advances include non-current components of advances and deposits made.

7. OTHER NON-CURRENT FINANCIAL ASSETS(a) Other Non-current Assets [including Rs. Nil due from Godrej

Vikhroli Properties LLP (as at 31-03-2016: Rs. 108.93 crore), (as at31-03-2015: Rs. 251.93 crore), in respect of sale/assignment of immovable property] 1.79 110.12 258.77

1.79 110.12 258.77

8. OTHER NON-CURRENT ASSETS (a) Capital Advances 17.06 57.86 106.25 Total 17.06 57.86 106.25

9. INVENTORIES (At lower of Cost and Net Realisable Value)(a) Raw Materials (includes raw materials in transit: Rs. 7.81 Crore;

as at 31-03-2016: Rs. 4.42 Crore; as at 31-03-2015: Rs. 5.75 Crore) 394.94 370.00 380.22 (b) Work-in-Process 384.96 412.51 473.15

Add: Increase in stock pursuant to business combinations 1.90 4.29 1.12 (c) Finished Goods 619.42 485.14 444.22

Add: Increase in stock pursuant to business combinations 0.33 0.24 0.65 (d) Stock in Trade (includes goods in transit: Rs. 0.89 Crore; as at 31-03-2016: Rs. 1.50 Crore; as at 31-03-2015: Rs. 4.19 Crore) 334.99 298.75 298.41 (e) Spares and Components for after-sales service 83.88 78.53 74.97 (f) Stores, Spares, etc. 26.11 20.14 17.99 (g) Loose Tools 2.18 2.29 2.20 (h) Construction Work-in-Progress (Property Development Activity and Projects for Industrial Products / Equipment) 245.20 154.34 29.98 (includes Rs. 45.3 crore of FSI purchased during the year)Total 2,093.91 1,826.23 1,722.91

Break-up of Inventories(a) Raw Materials

(i) Mild Steel 115.88 83.17 75.64 (ii) Others 279.06 286.83 304.58

394.94 370.00 380.22

81



31-03-2017 31-03-2016 01-04-2015

(b) Work-in-Process(i) Consumer Durables 126.00 121.09 125.62 (ii) Industrial Products 258.96 291.42 347.53

384.96 412.51 473.15

(c) Finished Goods(i) Manufactured:

(1) Consumer Durables 584.20 465.13 414.05 (2) Industrial Products 35.22 20.01 30.17

619.42 485.14 444.22 (ii) Traded

(1) Consumer Durables 319.97 288.78 288.17 (2) Industrial Products 14.78 9.53 9.90 (3) Others 0.24 0.44 0.34

334.99 298.75 298.41 Total 954.41 783.89 742.63

10. CURRENT INVESTMENTS (a) Quoted, Fully Paid-Up, at Fair Value through Profit or Loss (FVTPL)

Investments in Mutual Funds(i) 5,00,000 units of DWS Hybrid Fixed Term Fund - Series 23 0.58 - - (ii) 3,859 units of Templeton India Short Term Income Fund -G 1.31 - - (iii) 5,00,000 units of ICICI Prudential Captial Protection Oriented

Fund Series V Plan D(1100D) 0.66 - - (iv) 10,00,000 units of ICICI Prudential Captial Protection Oriented

Fund Series VI (1100D) 1.20 - - (v) 10,00,000 units of Reliance Dual Advantage Fixed Tenure Fund V 1.15 - - (vi) 15,00,000 units of Reliance Dual Advantage Fixed Tenure Fund VI 1.74 - -

6.64 - - (b) Unquoted Investments in Tax-Free Bonds

(i) 1,236 National Highway Authority of India Bonds of Rs.1,000 each 0.12 - - Total 6.76 - -

(a) Aggregate amount of Quoted Investments and market value thereof 6.64 - - (b) Aggregate amount of Unquoted Investments 0.12 - -

11. TRADE RECEIVABLES Unsecured, Considered Good 1,998.12 1,713.52 1,804.75 Note: For amounts due from related parties - Refer Note 52.

82



31-03-2017 31-03-2016 01-04-201512. CASH AND BANK BALANCES

(A) Cash and Cash Equivalents(i) Balances with Banks on Current Accounts 25.81 18.77 10.33 (ii) Cash on Hand 1.39 1.59 1.83

Total Cash and Cash Equivalents 27.20 20.36 12.16

(B) Bank Balance other than above(i) Deposit Accounts (Earmarked for Statutory Deposit

Repayment Reserve Account net of amounts utilised forrepayment of public deposits) 57.00 42.00 49.00

(ii) Other earmarked Accounts 22.71 19.76 8.62 Total Bank Balance 79.71 61.76 57.62

Total 106.91 82.12 69.78

13. LOANS (Unsecured, Considered Good)(a) Loans to subsidiary companies

(i) East View Estates Private Ltd. - - 4.55 (ii) Firstrock Infrastructure Private Ltd. - - 12.32 (iii) Miracletouch Developers Private Ltd. - - 9.14

- - 26.01 These loans, made for repayment of existing borrowings, carried an interest rate of 8% p.a. and were payable/renewable after 180 days.

(b) Advances Recoverable 81.42 87.36 67.90 Total 81.42 87.36 93.91

Advances recoverable include amount due from a subsidiary company, Godrej Infotech Ltd. - - 1.57

14. OTHER CURRENT FINANCIAL ASSETS (Unsecured, Considered Good)(a) Due from Godrej Vikhroli Properties LLP in respect of sale/assignment

of immovable property 108.93 143.00 120.00 (b) Deposits 20.67 15.73 24.15 (c) Derivative Assets 10.80 8.49 0.94 (d) Unbilled Revenue 354.45 269.93 58.93 Total 494.85 437.15 204.02

15. OTHER CURRENT ASSETS (Unsecured, Considered Good)(a) Advances to Suppliers 68.72 69.98 61.50 (b) Balances with Customs, Central Excise, Port Trust and other Authorities 87.72 70.48 44.54 (c) Prepaid Expenses 17.28 12.10 11.88 (d) Unamortised Guarantee Commission 1.76 1.37 1.05 (e) Other Current Assets 81.32 71.95 44.93 Total 256.80 225.88 163.90

83


(Rupees in crore)16. EQUITY SHARE CAPITAL As at As at As at

(a) Authorised: 31-03-2017 31-03-2016 01-04-2015(i) 1,100,000 Equity Shares of Rs. 100 each 11.00 11.00 11.00 (ii) 900,000 Cumulative Redeemable Preference Shares of Rs. 100 each 9.00 9.00 9.00

20.00 20.00 20.00 (b) Issued, Subscribed and Paid Up:

678,448 (as at 31/3/2016: 662,910) Equity Shares of Rs. 100 each fully paid up 6.78 6.63 6.63 (1) The Company does not have any holding company.(2) Details of equity shareholders holding more than 5% shares in the Company are given below:

Number % holding Number % holding Number % holding(i) Godrej Investments Private Limited - an investing

associate [See Note (5) below] 1,77,432 26.15% 1,77,432 26.77% 1,77,432 26.77%(ii) Trustees, Pirojsha Godrej Foundation - a public

charitable trust 1,57,500 23.22% 1,57,500 23.76% 1,57,500 23.76%(iii) Mr. R.K. Naoroji - - 65,594 9.89% 65,594 9.89%(iv) Mr. R.K. Naoroji, Mr. N.B. Godrej & Ms. Nyrika Holkar, Partners, M/s. RKN Enterprises 68,699 10.13% - - - - (v) Mr. N.B. Godrej 67,193 9.90% 65,593 9.89% 65,593 9.89%(vi) Ms. S.V. Crishna 35,333 5.21% 35,333 5.33% 35,333 5.33%(vii) Mr. A.B. Godrej 36,746 5.41% - - - -

(3) Terms/rights attached to equity shares: The Company has only one class of equity shares having a par value of Rs.100 per share. Eachholder of equity shares is entitled to one vote per share. Accordingly, all equity shares rank equally with regard to dividends and share inthe Company's residual assets. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in proportion to the number of equity shares held.

(4) During the year under review, the Company's Equity Share Capital has increased from Rs. 6.63 Crore to Rs. 6.78 Crore. Pursuant to thesanction of the Scheme of Amalgamation of Cartini India Ltd. (CIL) with the Company, by the Hon'ble High Court Judicature at Bombay, 15,538 equity shares of the Company have been allotted during the year as fully paid up, to the equity shareholders of CIL, without payment being received in cash. During the period of five years immediately preceeding the previous reporting date, there has been no change in the Company's share capital.

(5) The National Company Law Tribunal has by its Order dated 23rd August, 2017, approved the Scheme of Amalgamation of Godrej Investments Pvt. Ltd. (GIPL) with the Company, with the appointed date of 29th March, 2017. Accordingly, 1,77,429 equity shares ofRs. 100 each of the Company will be issued to the shareholders of GIPL.

(Rupees in crore)As at As at

17. OTHER EQUITY 31-03-2017 31-03-2016

(a) Capital Reserve 52.94 44.67 (b) Securities Premium Reserve 20.08 20.08 (c) General Reserve 645.85 636.42 (d) Debenture Redemption Reserve 20.83 - (e) Retained Earnings 2,629.30 2,788.77 (f) Items of Other Comprehensive Income 4,386.36 (6.09) Total 7,755.36 3,483.85

(1) The Directors do not propose any Final Dividend for the year. (2) Capital Reserve: During amalgamation, the excess of net assets taken, over the cost of consideration paid by the Company

are treated as capital reserve.(3) Securities Premium Reserve: The amount received in excess of the face value of equity shares, is recognised as Securities

Premium Reserve. The reserve can be utilised in accordance with the provisions of the Companies Act, 2013.(4) General Reserve: The Company transferred a portion of the net profits before declaring dividend, to general reserve, pursuant

to the provisions of the Companies Act, 1956. Transfer to general reserve is not mandatory under the Companies Act, 2013.(5) Debenture Redemption Reserve: Reserve has been created at 25% of the value of debentures, apportioned over the tenure of the debentures.(6) Retained Earnings: Retained earnings are the profits earned till date, less transfers to general reserve, debenture redemption

reserve and distribution of dividend and provision for tax thereon.

As at 31/03/2016As at 31/03/2017 As at 31/03/2015

84


(Rupees in crore)

Non-current

portion

Current

maturities

Non-current

portion

Current

maturities

Non-current

portion

Current

maturities18. NON-CURRENT BORROWINGS

(a) Secured Redeemable Non-Convertible Debentures (NCDs)(i) 8.90% (3 Years) 2019 Series I Debentures

(alloted on 01/03/2016) 249.13 - 248.78 - - - (ii) 9.00% (5 Years) 2021 Series II Debentures

(alloted on 08/03/2016) 249.27 - 249.12 - - - 498.40 - 497.90 - - -

(b) Secured Term Loans from Banks and Financial Institutions(i) Term Loan from The Zoroastrian Co-operative Bank Ltd. 2.50 2.52 5.05 3.15 7.56 2.52 (ii) Term Loan from Housing Development Finance

Corporation Ltd. (HDFC) - - - 0.37 0.36 0.38 2.50 2.52 5.05 3.52 7.92 2.90

(c) Unsecured (i) Interest-free Loans under the Sales Tax Deferral

Scheme of Maharashtra State Government 40.01 7.20 47.38 4.60 51.99 2.11 (ii) Fixed Deposits 587.39 155.89 578.25 144.52 303.72 278.00

627.40 163.09 625.63 149.12 355.71 280.11

Total 1,128.30 165.61 1,128.58 152.64 363.63 283.01

(i) Privately-placed NCDs issued by the Company are secured by a first ranking charge by way of a registered mortgage on the specifiedimmovable properties of the Company situated at Mumbai. These NCDs are redeemable at par on 22-04-2019 (series I)and 22-04-2021 (Series II). Interest on these NCDs is payable quarterly. As per the Companies (Share Capital and Debentures) Rules, 2014, para 18(7), the Company is required to create a Debenture Redemption Reserve of 25% of the value of debentures; it is also required to invest 15% of the amount of its debentures maturing during the next financial year. The Company hascreated a debenture redemption reserve of Rs. 20.83 crore.

(ii) Term Loan from The Zoroastrian Co-operative Bank Ltd. is secured by way of hypothecation of specified machinery and equipment. It carries a floating interest rate of 10.50% p.a. (10.50% p.a. as at 31-03-2016; 10.50% p.a. as at 31-03-2015), which is 2% p.a. below Bank's Minimum Lending Rate of 12.50% p.a., subject to a minimum of 9.00% p.a. and a maximum of 12.50% p.a., and is repayable in 8 quarterly installments (7 installments of Rs. 0.63 crore each and last installment of Rs. 0.66 crore starting from 30-06-2017 and ending on 24-03-2019).

(iii) Term Loan from HDFC Ltd. is secured by first equitable mortgage of specified immovable properties situated at Mumbai.It carries a floating interest rate of 12.75% p.a. (12.90% p.a. as at 31-03-2016; 13.10% p.a. as at 31-03-2015), which is 4.75% p.a. below HDFC-CPLR of 17.65% p.a. This loan is fully repaid on 31-03-2017.

(iv) Interest-free Loans under the Sales Tax Deferral Schemes of Maharashtra State Government is payable in annualinstalments as may be prescribed in the Schemes, beginning from 21-04-2017 and continuing upto '21-04-2023.

(v) Fixed Deposits from employees and public carry interest rates ranging from 8.50% p.a. to 9.75% p.a. payable monthly orhalf-yearly, and have a maturity period of 3 years from the respective dates of deposit.

(vi) Current maturities of Long-term Borrowings are disclosed under the head "Other Current Financial Liabilities" (Note 24)

(Rupees in crore) As at

31/03/2017

As at

31/03/2016

As at

01/04/2015

19. OTHER NON-CURRENT FINANCIAL LIABILITIES(a) Dealers’ Deposits 39.58 36.97 32.95 (b) Sundry Deposits and Advances 129.13 97.65 124.79 (c) Other Liabilities 120.57 117.78 47.44 (d) Rent received in advance 5.59 4.28 5.33 Total 294.87 256.68 210.51

As at 01/04/2015As at 31/03/2017 As at 31/03/2016

85


(i) Sundry Deposits and Advances include: (a) Rs. 24.80 crore (as at 31-3-2016: Rs. 24.80) received towards hand-over of possession of land to apublic utility, and (b) Rs. 0.75 crore (as at 31-3-2016: Rs. 0.75 crore) received towards Compensation against Land acquired. These amounts have not been adjusted in the accounts in view of pending suit/proceedings.

(Rupees in crore)

As at

31/03/2017

As at

31/03/2016

As at

01/04/2015

As at

31/03/2017

As at

31/03/2016

As at

01/04/201520. NON-CURRENT PROVISIONS

(a) Provision for Free Service under Product Warranties 24.10 23.99 18.92 31.71 20.39 19.25 (b) Provision for Employee Benefits 7.32 8.19 7.65 35.21 30.82 27.41 Total 31.42 32.18 26.57 66.92 51.21 46.66

(i) Current provisions are disclosed under the head "Current Provisions" (Note 26) As at As at As at(ii) Movement of Provisions during the year: 31/03/2017 31/03/2016 01-04-2015

Provision for Free Service under Product Warranties during the year:Opening Balance 44.39 38.16 33.20 Add: Provision during the year 44.76 42.34 42.58

89.15 80.50 75.78 Less: Utilisation during the year 33.34 36.11 37.62 Closing Balance 55.81 44.39 38.16

21. DEFERRED TAX ASSETS / LIABILITIES AND TAX EXPENSE(A) INCOME TAXES (Rupees in crore)(a) Amounts recognised in Profit and LossParticulars Current Year Previous Year

Current income tax 107.00 50.74 Deferred income tax (net)

Origination and Reversal of Tax on Temporary Differences 4.41 (8.27)Tax expense for the year 111.41 42.47

(b) Amounts recognised in other comprehensive income (Rupees in crore)For the year ended 31/03/ 2017 For the year ended 31/03/2016

Particulars Before tax Tax

(expense)

benefit

Net of tax Before tax Tax (expense)

benefit

Net of tax

Remeasurements of defined benefit plans (6.51) 1.95 (4.56) (4.94) 1.68 (3.26)Fair valuation of investments in equity shares 4,232.80 (3.95) 4,228.85 (2.78) 0.94 (1.84)

4,226.29 (2.00) 4,224.29 (7.72) 2.62 (5.10)

(c) Reconciliation of effective tax rate (Rupees in crore)Particulars Current Year Previous Year

Profit before tax 132.15 406.08 Tax using the Company’s domestic tax rate 45.73 140.54 Tax effect of:Tax impact of income not subject to tax (221.42) (94.10) Tax impact of expenses subject to tax 288.56 - Impact of 80IC (3.90) (3.27) Tax effects of amounts which are not deductible for taxable income (1.75) 1.85 Realised loss on foreign currency transactions pertaining to import of fixed assets (0.14) (0.45) Disallowance u/s 14A of expenses (not interest) (0.07) 0.42 Adjustment for currect tax of prior period (0.03) 0.54 Transfer from Construction Project Reserve in respect of completed project taxed at capital gains tax rate (which will be considered for taxation only after certain conditions are fullfilledand there is also a capital loss on sale of investment which was available for set off) - (3.83) Others - 1.31 Tax Expense Recognised 106.98 43.01

Current Provisions Non-current Provisions

86


21. (B) DEFERRED TAX ASSETS / LIABILITIES (NET)

MOVEMENT IN DEFERRED TAX BALANCES(Rupees in crore)

Movement during the yearParticulars Net balance

01/04/2016

Recognised

in profit or

loss

Recognised

in OCI

Net Deferred tax

asset

Deferred tax

liability

Deferred tax assets / (liabilities)Property, plant and equipment (124.00) (31.00) - (155.00) - (155.00)Provision for Doubtful Debts / Advances 41.00 29.00 - 70.00 70.00 - Expenditure accrued but disallowed & to beclaimed in future on payment basis (43B items) :Leave Encashment Provision 13.42 1.58 - 15.00 15.00 - Excise duty 9.00 (9.00) - - - - Kolkatta Branch Entry Tax 4.64 2.36 - 7.00 7.00 - Debtors and cost of goods sold 27.25 (27.25) - - - - Unbilled Revenue and work-in-process (11.00) 11.00 - - - - Others (18.40) 18.27 - (0.13) - (0.13) Adjustments pursuant to business combinations (4.99) 0.62 (4.37) (4.37) Remeasurement of Defined Benefit Liability 1.63 - 1.94 3.57 - 3.57 Fair valuation of investments - - 0.06 0.06 - 0.06

Tax Adjustments of prior years - 4.43 - - - - (61.45) 0.02 2.00 (63.87) 92.00 (155.87)

MAT Credit Entitlement 158.19 - - 70.19 70.19 Deferred Tax Assets / (Liabilities) 96.74 0.02 2.00 6.32 92.00 (85.68)

MOVEMENT IN DEFERRED TAX BALANCES (Rupees in crore)Movement during the year

Particulars Net balance

01/04/2015

Recognised

in profit or

loss

Recognised

in OCI

Net Deferred tax

asset

Deferred tax

liability

Deferred tax assets /(liabilities)Property, plant and equipment (133.50) 9.50 - (124.00) - (124.00)Provision for Doubtful Debts / Advances 35.68 5.32 - 41.00 41.00 - Expenditure accrued but disallowed & to beclaimed in future on payment basis (43B items) :Leave Encashment Provision 12.00 1.42 - 13.42 13.42 - Excise duty 9.32 (0.32) - 9.00 9.00 - Kolkatta Branch Entry Tax 2.56 2.08 - 4.64 4.64 - Debtors and cost of goods sold 27.38 (0.13) - 27.25 27.25 - Unbilled Revenue and work-in-process (10.99) (0.01) - (11.00) - (11.00)Others (1.80) (16.60) - (18.40) (18.40) - Tax Adjustments of prior years - (0.54) - Remeasurement of Defined Benefit Liability - - (1.63) 1.63 1.63 - Adjustments pursuant to business combinations (0.30) - (0.28) 0.23 (0.51)

(59.65) 0.72 (1.63) (56.74) 78.77 (135.51) MAT Credit Entitlement 151.19 (7.00) - 158.19 - 158.19

Deferred Tax Assets / (Liabilities) 91.54 (6.28) (1.63) 101.45 78.77 22.68

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.Significant management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income in which the relevant entity operates and the period over which deferred income tax assets will be recovered.As on 31-03-2017, the tax liability with respect to the dividends proposed is Rs. Nil (as at 31-03-2016 : Rs. Nil, as at 1-04-2015: Rs. 32.76 crores)

As at 31/03/2017

As at 31/03/2016

87



31-03-2017 31-03-2016 01-04-201522. CURRENT BORROWINGS

(a) Secured(i) Working Capital Facilities from Banks (Net) 288.55 237.53 436.14 (ii) Export Credits from Export-Import Bank of India under a revolving credit limit 267.00 349.00 316.00

555.55 586.53 752.14 (b) Unsecured

(i) Deposits/Short-term Loans from Companies 104.50 150.05 195.22 (ii) Deposits from Shareholders 72.90 90.65 37.15 (iii) Short-term Loans from Banks 150.00 120.00 295.00 (iv) Other Borrowings 175.53 210.13 164.78 (v) Acceptances 124.82 116.48 -

627.75 687.31 692.15 Total 1,183.30 1,273.84 1,444.29

23. TRADE PAYABLES (Current)(a) Due to Micro and Small Enterprises (Refer note i below) 95.26 71.95 65.35 (b) Other Trade Payables 1,007.21 804.04 746.41 (c) Due to Related Parties (Refer note ii below) 9.13 8.11 1.46 (d) Acceptances - - 138.09 Total 1,111.60 884.10 951.31

Notes:(i) No interest during the year has been paid or payable under the terms of the MSMED Act.

The above information has been compiled by the Company on the basis of information made available by vendors during the year.

(ii) For amounts due to related parties - Refer Note 52.

(vi) Short-term Loans from Banks carry an interest rate of 7.85% to 9.35% p.a. and are

payable/renewable after 1 month/12 months.

(vii) Other Borrowings are Buyers Credit from Banks, due and payable in foreign currency, and carry

interest rates ranging from 1.35% to 1.51% p.a.

(i) Working Capital Facilities from Banks are secured by a first pari passu charge by way of

hypothecation of inventories and book debts. They carry interest rates ranging from 9.00% p.a. to

10.25% p.a. and are generally renewable each year.

(ii) Export Credits from Export-Import Bank of India are secured by first equitable mortgage of

specified immovable properties situated at Mumbai. They carry an interest rate of 8.75% p.a

(excluding interest subvention of 3% and are payable/ renewable after 180 days.

(iii) Deposits/Short-term Loans from Companies carry an interest rate of 8.50% p.a. to 9.00% p.a.

payable monthly and quarterly, and have a maturity period of 3 months or 6 months from the

respective dates of deposit; and include deposits from an associate Godrej Investments Pvt. Ltd.: Rs.

75.69 crore (as at 31-3-2016: Rs.109.36 crore; as at 31-3-2015: Rs.44.59 crore).

(iv) Deposits from Shareholders have a maturity period of 3 months from the respective dates of

deposit, and carry an interest rate of 8.75% p.a. payable at the month-end and at maturity.

(v) In respect of Negotiable Commercial Paper, the maximum balance outstanding during the year

was Rs. 600 crore (Previous Year: Rs. 325 crore).

88



31-03-2017 31-03-2016 01-04-2015

24. OTHER CURRENT FINANCIAL LIABILITIES(a) Current maturities of long-term borrowings (Note 18] 165.61 152.64 283.01 (b) Interest accrued but not due on borrowings 2.46 4.40 4.67 (c) Employee benefits payable 214.30 196.96 192.46 (d) Unclaimed Fixed Deposits (matured deposits not claimed on due dates) 5.08 9.54 4.06 (e) Derivative Liability 11.36 2.71 1.23 (f) Other financial liabilities 347.68 378.95 275.62 Total 746.49 745.20 761.05

25. OTHER CURRENT LIABILITIES(a) Advances from Customers 606.52 423.34 405.59 (b) Statutory dues including provident fund and tax deducted at source 153.87 149.31 108.89 (c) Deferred Revenue - (Services and Sales Incentive Scheme) 18.76 11.75 4.99 Total 779.15 584.40 519.47

(i) There is no amount due and outstanding to be credited to the Investor Educationand Protection Fund, in respect of matured but unclaimed Fixed Depositsand any unclaimed interest.

(ii) Other Payables include accrued expenses and creditors for capital procurement.

26. CURRENT PROVISIONS(a) Provision for Free Service under Product Warranties 24.10 23.99 18.92 (b) Provision for Employee Benefits 7.32 8.19 7.65 (c) Provision for Loss on Onerous Contracts - 0.01 0.02 Total 31.42 32.19 26.59

89


27. CONTINGENT LIABILITIES AND COMMITMENTS(a) Guarantees given by the Company’s Bankers against counter-guarantees given by the Company: Rs. 1,253.65 crore

(as at 31-03-2016: Rs. 1,064.46 crore; as at 31-03-2015: Rs. 927.05 crore).(b) Guarantees given by the Company’s Bankers on behalf of subsidiary/associate companies against counter-guarantees

given by the Company: Rs. 12.45 crore (as at 31-03-2016: Rs. 10.35 crore; as at 31-03-2015: Rs. 7.13 crore).(c) Corporate Guarantees given to Bankers to secure credit facilities extended by them to a subsidiary and an associate

company: Rs. 103.74 crore (as at 31-03-2016: Rs. 59.67 crore; as at 31-03-2015: Rs. 35.84 crore)(d) Guarantees given by Export-Import Bank of India, against the security of first equitable mortgage of specified immovable

properties situated at Vikhroli, Mumbai: Rs. 210.70 crore (as at 31-03-2016: Rs. 111.27 crore; as at 31-03-2015: Rs. 38.54 crore).(e) Excise Duty/Service Tax/Sales Tax/Property Tax demands/Income tax in dispute and pending at various stages of appeal:

Rs. 77.11 crore (as at 31-3-2016: Rs. 198.29 crore; as at 31-3-2015: Rs. 53.54 crore).(f) The State of Maharashtra has filed a suit against the Company, being Suit No. 679 of 1973, in the High Court of Judicature

at Bombay, claiming ownership of part of the Company’s lands at Vikhroli, Mumbai. In the said Suit, which is still pending, various claims have been raised, which are undetermined and not acknowledged as debts due by the Company. According to the Company’s legal advisers, the Company has a complete defence against the plaintiff in the said Suit, and the said Suit is not sustainable.

(g) Claims against the Company under the Industrial Disputes Act, 1947 - amount indeterminate.(h) Other Contingent Liabilities: Rs. 0.63 crores(i) Disputed Provident Fund liability for the period March 1996 to September 1997 arising on account of disapproval of infancy

benefit: Rs. 0.46 crore (as at 31-3-2016: Rs. 0.43 crore). The Supreme Court of India has allowed the Company's appealand set aside the judgment of the High Court of Punjab & Haryana; the matter has been remanded to the Regional Provident Fund Commissioner for a fresh decision in accordance with law after hearing the parties concerned, expeditiously.

Note: Future cash outflows in respect of items (d) to (g) above are determinable only on receipt of judgements/decisions pending with various forums/authorities.


28. REVENUE FROM OPERATIONS(a) Sale of Products 8,962.70 8,291.94 (b) Sale of Services 816.89 865.77

Net Sales (Products and Services) 9,779.59 9,157.71 (c) Other Operating Revenue:

(i) Scrap Sales 67.37 68.24 (ii) Leave and License Dues and Rent 22.98 20.44 (iii) Export Incentives 10.25 7.73 (iv) Transfer from Construction Projects Reserve - 11.07 (v) Sundry Receipts 29.64 31.39

130.24 138.87 Revenue from Operations 9,909.83 9,296.58

29. OTHER INCOME(a) Interest Income (on financial assets carried at amortised cost) 9.10 17.55 (b) Dividends from Subsidiary Companies 68.37 136.56 (c) Other Dividends 0.11 7.55 (d) Profit on Sale of Current Investments (Net) 3.06 - (e) Share of Profit in a firm (LLP) 0.56 0.24 (f) Profit on Sale/Disposal of Fixed Assets (Net) - 0.36 (g) Fair valuation of investments in mutual funds 1.14 - Total 82.34 162.26

(j) Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs. 29.61 crore (as at 31-03-

2016: Rs. 48.43 crore).

90



30. COST OF MATERIALS CONSUMEDStocks of Raw Materials at the beginning of the year 370.00 380.22 Add: Raw Materials acquired pursuant to business combinations 17.79 - Add: Raw Materials purchased during the year 3,526.63 3,340.20 Less: Sale of Raw Materials 18.01 27.35

3,896.41 3,693.07 Less: Stocks of Raw Materials at the close of the year 394.94 370.00 Total 3,501.47 3,323.07

31. PURCHASES OF STOCK-IN-TRADE (TRADED GOODS)(a) Consumer Durables 1,681.84 1,598.49 (b) Industrial Products 342.13 293.68 (c) Others 158.58 71.58 Total 2,182.55 1,963.75

32. CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROCESS ANDSTOCK-IN-TRADE(a) Stocks at the beginning of the year:

(i) Finished Goods* 862.40 817.60 Add: Increase in stock pursuant to business combinations 0.66 0.65

(ii) Work-in-Process 412.51 473.15 Add: Increase in stock pursuant to business combinations 4.29 1.12

1,279.86 1,292.52 (b) Less: Stocks at the end of the year:

(i) Finished Goods* 1,038.29 862.41 Add: Increase in stock pursuant to business combinations 0.33 0.24

(ii) Work-in-Process 384.96 412.51 Add: Increase in stock pursuant to business combinations 1.90 4.29

1,425.48 1,279.45 (145.62) 13.07

(c) Less: Finished goods damaged/destroyed by fire - 18.69 Net change in Excise Duty on Finished Goods 13.31 2.77 Total (132.31) (2.85)

Opening Stock as on 1-4-2016 is higher than closing stock as on 31-03-2016, on account of stock received from the erstwhile Cartini India Ltd., and Mercury Manufacturing Co. Ltd. upon their merger with the Company.

33. EMPLOYEE BENEFITS EXPENSE(a) Salaries, Wages and Bonus 1,020.22 954.36 (b) Company’s contribution to Employees’ Provident and other Funds 40.51 37.13 (c) Company’s contribution to Employees’ Gratuity Trust Fund 10.78 9.96 (d) Workmen and Staff Welfare Expenses 40.90 36.39 (e) Voluntary Retirement Compensation 0.25 0.28 Total 1,112.66 1,038.12

91



34. PROPERTY DEVELOPMENT AND CONSTRUCTION EXPENSES (COMMERCIAL PROJECTS)(a) Construction Work-in-Progress at the beginning of the year 154.35 29.98 (b) Add: Project Expenses incurred during the year:

(i) Development and Construction Expenses 54.32 98.78 (ii) Employee Remuneration and Benefits 7.42 3.83 (iii) Professional Charges 4.40 7.17 (iv) Purchase of TDR 45.21 - (v) Others 34.48 36.79

145.83 146.57 (c) Less: Construction Work-in-Progress at the end of the year 245.20 154.35 Total 54.98 22.20

35. FINANCE COSTS(a) Interest on Term Loans and Debentures 51.57 43.48 (b) Interest on Fixed Deposits and other Unsecured Loans 78.94 75.12 (c) Other Interest costs 70.26 80.12

200.77 198.72 (d) Less: Adjustments for Interest Capitalised 27.30 30.51

173.47 168.21 (e) Finance Charges 8.94 8.99 (f) Net (gain)/loss on foreign currency transactions/translations (attributable to finance costs) (6.57) (0.02) Total 175.84 177.18

36. OTHER EXPENSES(a) Stores, Spare Parts and Other Materials consumed 91.79 103.44 (b) Power and Fuel 134.11 131.30 (c) Rates and Taxes 39.56 49.84 (d) Insurance 14.64 12.29 (e) Repairs and Maintenance of Buildings 46.83 48.24 (f) Repairs and Maintenance of Machinery 17.75 16.63 (g) Technical Fees 2.50 1.92 (h) Royalty 16.62 0.55 (i) Rent [Note 54(a)] 96.53 87.02 (j) Establishment and Other Expenses [Notes 40 and 54(a)] 506.57 468.33 (k) Donations and Contributions 1.27 1.28 (l) Motor Car and Lorry Expenses [Note 54(a)] 21.57 29.39 (m) Freight, Transport and Delivery Charges 432.77 410.76 (n) Advertisement and Publicity 259.01 279.24 (o) Commission 47.77 46.22 (p) Professional Fees 138.08 128.03 (q) CSR Expenditure [Note 41] 5.07 5.33 (r) Bad Debts/Advances written off 20.97 17.90 (s) Provisions for Doubtful Debts 20.88 13.99 (t) Provision for Free Service under Product Warranties 8.72 5.70 (u) Loss on account of Finished Goods damaged/destroyed by fire (Net) - 2.04 (v) Loss on Sale/Disposal of Fixed Assets (Net) 1.39 - (w) Provision for onerous contracts - (0.02) Total 1,924.40 1,859.42

92



37. EXCEPTIONAL ITEMS(a) Profit on Sale of Non-current Investments 114.73 77.48 (b) Transfer of investments in subsidiaries to promoter group companies (481.25) - (c) Adjustment to carrying value of investments upon receipt of shares in HCL Technologies

Ltd. and 3DPLM Software Solutions Ltd., in exchange of investments in Geometric

Ltd. [Refer Note 4(a)(iii) and 4(b)(2)]. 124.14 -

Total (242.38) 77.48

Note:

38. DISCLOSURE IN RESPECT OF PROPERTY DEVELOPMENT PROJECTS AND CONSTRUCTIONCONTRACTS(a) Contract revenue recognised and shown under Sales for the year 582.34 486.10 (b) For all contracts in progress at the year-end:

(i) Aggregate amount of costs incurred and profits recognised (less recognised losses)upto the balance sheet date 1,577.32 1,463.18

(ii) Advances received from customers as at the balance sheet date 226.47 48.61 (iii) Work-in-Progress at the end of the year 245.20 154.35 (iv) Excess of revenue recognised over actual bills raised 126.85 48.64 (v) Gross amount due to /(from) customers as at the balance sheet date 21.92 106.16

(c) The Company follows the Percentage of Completion Method to determine the projectrevenue to be recognised for the year.

(d) The Company follows the Project Costs Incurred Method to determine the stage ofcompletion of each project.

39. COMMON EXPENSES SHARED BY A SUBSIDIARY COMPANYAmounts recovered from a subsidiary company, Godrej Infotech Ltd., towards its shareof various common expenses incurred by the Company 2.91 2.98

40. AUDITORS’ REMUNERATION AND COST AUDIT FEESEstablishment & Other Expenses [Note 36 (j)] include:(a) Remuneration of Auditors (net of Service Tax):

(i) For Statutory Audit 1.28 1.35 (ii) For Audit under other Statute 0.42 0.55 (iii) For Representation before Tax authorities 0.54 0.43 (iv) For Certification 0.35 0.39 (v) Reimbursement of Expenses 0.03 0.03

(b) Cost Audit Fees (including Reimbursement of Expenses) (net of Service Tax) 0.38 0.38

Pursuant to a resolution passed at an extraordinary general meeting of the Company:

(ii) 9,35,00,000 shares (book value Rs. 223.48 crores) held by the Company in Godrej Consumer

Products Ltd. were transferred to Godrej Seeds and Genetics Ltd. - a promoter group company

- without consideration. The carrying value of the investments transferred to promoter group

companies as aforesaid, has been charged to the statement of profit and loss (Item V of the

Statement of Profit and Loss).

(i) the entire holding of 19,39,04,681 shares (book value Rs. 257.77 crores) in Godrej Industries

Ltd., was transferred to Vora Soaps Ltd. - a promoter group company - without consideration;

and

93



41. EXPENDITURE INCURRED ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES 5.07 5.33 As per Section 135 of the Companies Act 2013 (the Act), the Company was required to spend Rs. 5.07 crore, being 2% of the average net profits for the three immediately preceding financial years (calculated in accordance with the provisions of Section 198 of the Act), in pursuance of its Corporate Social Responsibility Policy. The Company has,however, spent a sum of Rs. 5.07 crore [refer note 36(q)] during the year on the following corporate social responsibility activities: promoting education through employment enhancing vocational skills to rural and urban youth; promoting healthcare and community awareness campaigns about healthcare and sanitation in rural areas; and environmental sustainability projects for maintaining quality of soil, air and water.

Amount spent during the year on: Already Paid Yet to be Paid Total(i) Construction/Acquisition of any asset - - - (ii) On purposes other than (i) above 5.07 - 5.07

5.07 - 5.07

42. EXCHANGE DIFFERENCES ON FOREIGN CURRENCY TRANSACTIONS(a) Net exchange (gain)/loss arising on foreign currency transactions/translations dealt with

in the Statement of Profit and Loss under the related heads of expenses/income (22.38) (1.16) (b) Net exchange (gain) / loss on mark to market of outstanding foreign exchange contracts

at the year end. 0.56 (5.60)

43. EARNINGS PER SHARE(a) Profit after Taxes for the Year attributable to Equity Shareholders 25.17 363.07 (b) Number of Equity Shares of Rs.100 each issued and outstanding:

(i) At the end of the year 6,78,448 6,62,910 (ii) Weighted average number of Shares outstanding during the year 6,78,448 6,62,910

(c) Basic and Diluted Earnings per Share (a/b) (Statement of Profit and Loss, item XI) Rs. 371 Rs. 5,477

44. DETAILS OF SPECIFIED BANK NOTES (SBN)

(Rupees in crore)

SBN

(Specified

Bank Notes)

Other

denomination

notes

Total

Closing cash in hand as on 08-11-2016 1.71 0.19 1.90 Add: Permitted Receipts 2.09 0.02 2.11 Add: Other Receipts 0.21 5.23 5.44 Less: Permitted Payments 0.01 2.38 2.39 Less: Amount deposited in Banks 4.00 1.75 5.75 Closing cash in hand as on 30-12-2016 - 1.31 1.31

Note: Other Receipts include receipts on account of tour advance and IOUs.

In accordance with the Notification No.- G.S.R 308(E) issued by the Ministry of Corporate Affairs

dated March 30, 2017, the details of Specified Bank Notes(SBN) held and transacted during the

period November 8, 2016 to December 30, 2016 is provided in the table below:

94


45. DETAILS OF EMPLOYEE BENEFITS: (Rupees in crore)

Current Year Previous Year

(a) DEFINED BENEFIT PLAN - PROVIDENT FUND:Amount contributed by the Company to the Employees’ Provident and other Fundsrecognized as an expense and included under Employee Benefits Expense 40.51 37.13

(b) DEFINED BENEFIT PLAN – GRATUITY:(i) Change in Present Value of Obligation :

Liability at the beginning of the year 155.29 143.28 Interest cost 12.51 11.46 Current service cost 10.03 8.95 Benefit paid (13.59) (14.42) Actuarial (gain)/loss on obligations due to:Financial Assumptions 4.64 (0.54) Experience Adjustments 2.96 6.56 Liability at the end of the year 171.84 155.29

(ii) Change in Plan Assets:Fair value of plan assets at the beginning of the year 139.89 130.02 Expected return on plan assets 11.31 10.40 Contributions by Employer 14.90 13.18 Benefit paid (13.59) (14.42) Actuarial gain/(loss) on plan assets 1.09 1.08 Fair value of plan assets at the end of the year 153.60 139.89 Total actuarial gain/(loss) to be recognized (6.51) (4.94)

(iii) Amounts recognised in the Balance Sheet:Liability at the end of the year 171.84 155.29 Fair value of plan assets at the end of the year 153.60 139.89 Difference (18.24) (15.40) Amount recognised in the Balance Sheet (18.24) (15.40)

(iv) Amounts recognised in the Statement of Profit and Loss:Current service cost 10.08 8.93 Interest cost 12.51 11.42 Expected return on plan assets (11.31) (10.37) Total Expense recognised in the Statement of Profit and Loss 11.28 9.98

(v) Amounts recognised in the Other Comprehensive Income (OCI):Acturial Gains/(Losses) on Obligation for the period 7.60 6.02 Return on plan assets, excluding interest income (1.09) (1.08) Net (Income)/Expense for the period recognised in OCI 6.51 4.94

95



(vi) Actuarial Assumptions:Discount rate 7.20% 8.06%Rate of return on plan assets 7.20% 8.06%Salary escalation 7.00% 7.50%

(vii) Estimated Contribution to be made in next financial year 22.47 20.67

(c) GENERAL DESCRIPTION OF DEFINED BENEFIT PLAN – GRATUITY:Gratuity is payable to all eligible employees of the Company on superannuation,death or permanent disablement, in terms of the provisions of the Payment ofGratuity Act, 1972, or as per the Company’s Scheme, whichever is more beneficial.

(d) MAJOR CATEGORY OF PLAN ASSETS RELATING TO GRATUITY:(as a percentage of total plan assets:)

Government Securities 38.63% 35.64%Special Deposit Scheme 17.47% 19.31%Corporate Bonds 39.36% 41.29%Equity 1.77% 0.83%Others 2.77% 2.93%Total 100.00% 100.00%

(e) DEFINED BENEFIT OBLIGATIONS

Year ending 31-March (Rupees in crore)

2018 34.02

2019 8.11

2020 13.82

2021 14.02

2022 13.22

Thereafter 61.19

(f) SENSITIVITY ANALYSIS

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions constant, would have

affected the defined benefit obligation by the amounts shown below.

(Rupees in crore)

Increase Decrease Increase DecreaseDiscount Rate (1% movement) (11.96) 14.00 (10.22) 11.90 Future Salary Growth (1% movement) 13.89 (12.09) 11.85 (10.36) Rate of Employee Turnover (1% movement) 0.06 (0.08) 0.36 (0.43)


(g) OTHER LONG-TERM BENEFITS:The defined benefit obligations in respect of Leave Encashment Benefit to employees, which are provided for but not funded 42.53 39.01


96


46. Transition to Ind AS:

(Rupees in crore)Reconciliation of equity as at 1st April, 2015 Additions

As per Effects of pursuant toFootnote Indian transition business As per

ref. GAAP to Ind AS combinations Ind AS

ASSETS

(1) NON-CURRENT ASSETS

(a) Property, Plant and Equipment 1 1,608.15 (269.29) 8.23 1,347.09 (b) Capital Work-in-progress 162.29 - - 162.29 (c) Investment Property 1 - 270.54 - 270.54

(d) Goodwill - - - -

(e) Other Intangible assets 6.93 - - 6.93

(f) Intangible assets under development - - - -

(g) Financial Assets

(i) Investments in Subsidiaries, Associates and Joint Venture 1,025.57 196.11 181.84 1,403.52

(ii) Others Investments 2 1.34 7.96 - 9.30

(iii) Trade Receivables 69.66 - - 69.66

(iv) Loans 52.13 (0.65) - 51.48

(v) Other Financial Assets 3 258.77 - - 258.77

(h) Deferred Tax Assets (net) 77.24 14.60 (0.30) 91.54

(i) Other Non-Current assets 105.60 (0.00) 0.65 106.25

Total Non-Current Assets 3,367.68 219.27 190.42 3,777.37

(2) CURRENT ASSETS

(a) Inventories 4 1,982.73 (271.18) 11.36 1,722.91

(b) Financial Assets -

(i) Trade Receivables 4 1,917.52 (125.69) 12.92 1,804.75

(ii) Cash and Cash Equivalents 8.93 (0.00) 3.23 12.16

(iii) Bank Balances other than (iii) above 50.48 0.01 7.13 57.62

(iv) Loans 93.51 0.00 0.40 93.91

(v) Other Financial Assets 4 95.72 108.30 - 204.02

(c) Current Tax Assets (net) 16.60 - - 16.60

(d) Other current assets 3 161.65 1.64 0.62 163.90

Total Current Assets 4,327.14 (286.93) 35.66 4,075.87

TOTAL ASSETS 7,694.82 (67.67) 226.09 7,853.24

For the purposes of reporting as set out in Note 1, the basis of accounting has been transitioned from Indian generally accepted

accounting principles (“IGAAP”) to Indian Accounting Standards (Ind AS). The accounting policies set out in Note 1 have been applied in

preparing the financial statements for the year ended 31st March 2017, the comparative information presented in these financial

statements for the year ended 31st March, 2016 and in the preparation of an opening Ind AS balance sheet at 1st April, 2015 (the

“transition date”).

In preparing the Company's opening Ind AS balance sheet, the amounts as reported in financial statements prepared in accordance with

IGAAP have been adjusted. An explanation of how the transition from IGAAP to Ind AS has affected the Company's balance sheet,

statement of profit and loss is set out in the following tables and the notes that accompany the tables. On transition, the estimates

previously made under IGAAP were not revised, except where required by Ind AS.

97


Reconciliation of equity as at 1st April, 2015 (continued) (Rupees in crore)

Additions

As per Effects of pursuant to

Footnote Indian transition business As per



(a) Equity Share Capital 6.63 - - 6.63

(b) Other Equity 6 3,371.51 (52.17) 203.76 3,523.10

Total equity 3,378.14 (52.17) 203.76 3,529.73

LIABILITIES

(2) NON CURRENT LIABILITIES(a) Financial Liabilities

(i) Borrowings 5 365.34 (1.71) - 363.63 (ii) Other Financial liabilities 3 210.69 (0.18) - 210.51

(b) Provisions 51.94 (5.45) 0.17 46.66 (c) Deferred Tax Liabilities(net) 13 - - - -

Total Non-Current Liabilities 627.97 (7.34) 0.17 620.80

(3) CURRENT LIABILITIES

(a) Financial liabilities

(i) Borrowings 1,430.76 - 13.53 1,444.29

(ii) Trade Payables 4 828.39 116.02 6.90 951.31

(iii) Other Financial Liabilities 7 761.56 (1.47) 0.96 761.05

(b) Other current liabilities 8 514.17 4.53 0.77 519.47

(c) Provisions 9 153.83 (127.24) - 26.59

Total Current Liabilities 3,688.71 (8.16) 22.16 3,702.71

Total Liabilities 4,316.68 (15.50) 22.33 4,323.51

TOTAL EQUITY AND LIABILITIES 7,694.82 (67.67) 226.09 7,853.24

98


Reconciliation of equity as at 31st March, 2016 (Rupees in crore)

AdditionsAs per Effects of pursuant to



ASSETS

(1) NON-CURRENT ASSETS

(a) Property, Plant and Equipment 1 1,704.23 (231.72) 8.81 1,481.32 (b) Capital Work-in-progress 326.25 - - 326.25 (c) Investment Property 1 - 266.98 - 266.98

(d) Goodwill - - - -

(e) Other Intangible assets 5.06 - 0.04 5.10

(f) Intangible assets under development - - - -

(g) Financial Assets

(i) Investments in Subsidiaries, Associates and Joint Venture 1,060.53 238.82 217.54 1,516.89

(ii) Others Investments 2 151.36 (37.53) 113.83

(iii) Trade Receivables 12.50 - - 12.50

(iv) Loans 110.33 (51.66) - 58.67

(v) Other Financial Assets 3 110.13 (0.01) - 110.12

(h) Deferred tax assets (net) 102.24 (0.51) (0.28) 101.45

(i) Other Non-Current assets 6.86 50.92 0.08 57.86

Total Non-Current Assets 3,589.49 235.29 226.19 4,050.97

(2) CURRENT ASSETS

(a) Inventories 4 1,979.97 (166.58) 12.84 1,826.23

(b) Financial Assets

(i) Trade Receivables 4 1,862.75 (158.69) 9.46 1,713.52

(ii) Cash and Cash Equivalents 12.66 - 7.70 20.36

(iii) Bank Balances other than (iii) above 48.00 - 13.76 61.76

(iv) Loans 87.17 (0.00) 0.19 87.36

(v) Other Financial Assets 6 421.71 15.44 - 437.15

(c) Current Tax Assets (net) 23.45 - - 23.45

(d) Other current assets 3 221.88 2.07 1.93 225.88

Total Current Assets 4,657.59 (307.76) 45.88 4,395.71

TOTAL ASSETS 8,247.08 (72.47) 272.07 8,446.68

99


Reconciliation of equity as at 31st March, 2016 (continued) (Rupees in crore)

Additions





(a) Equity Share Capital 6.63 - - 6.63

(b) Other Equity 6 3,424.52 (146.52) 205.85 3,483.85

Total equity 3,431.15 (146.52) 205.85 3,490.48

LIABILITIES

(2) NON CURRENT LIABILITIES(a) Financial Liabilities

(i) Borrowings 5 1,133.85 (5.27) - 1,128.58 (ii) Other Financial liabilities 3 256.99 (0.31) - 256.68

(b) Provisions 59.04 (8.05) 0.22 51.21 (c) Deferred Tax Liabilities(net) 10 - - - -

Total Non-Current Liabilities 1,449.88 (13.63) 0.22 1,436.47

(3) CURRENT LIABILITIES

(a) Financial liabilities

(i) Borrowings 1,105.65 116.48 51.71 1,273.84

(ii) Trade Payables 4 914.55 (41.84) 11.39 884.10

(iii) Other Financial Liabilities 7 741.74 2.03 1.43 745.20

(b) Other current liabilities 8 571.93 11.00 1.47 584.40

(c) Provisions 9 32.18 0.01 - 32.19

Total Current Liabilities 3,366.05 87.68 66.00 3,519.73

Total Liabilities 4,815.93 74.05 66.22 4,956.20

TOTAL EQUITY AND LIABILITIES 8,247.08 (72.47) 272.07 8,446.68

100


Reconciliation of profit or loss for the year ended 31st March, 2016 (Rupees in crore)

Additions




I. REVENUE FROM OPERATIONS 9,422.28 (186.92) 61.22 9,296.58

II. OTHER INCOME 3 160.86 0.17 1.23 162.26

TOTAL INCOME 9,583.14 (186.75) 62.45 9,458.84

III. EXPENSES

(1) Cost of materials consumed 3,337.57 (49.44) 34.94 3,323.07 (2) Excise duty 633.11 - - 633.11

(3) Purchases of Stock-in-Trade 1,963.75 - - 1,963.75

(4) Changes in inventories of Finished Goods, Work-in-Process and Stock-in-Trade 4 52.49 (52.58) (2.76) (2.85)

(5) Property Development and Construction Expenses 6 92.62 (70.42) - 22.20

(6) Employee Benefits Expenses 10 1,034.06 (4.82) 8.88 1,038.12

(7) Finance costs 7 193.00 (16.13) 0.31 177.18

(8) Depreciation and Amortization Expenses 147.57 8.74 1.33 157.64

(9) Other Expenses 7 1,894.45 (46.69) 11.66 1,859.42

(10) Less: Expenditure transferred to Capital Accounts (41.40) - - (41.40)

TOTAL EXPENSES 9,307.22 (231.34) 54.36 9,130.24

IV. PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX 275.92 44.59 8.09 328.60

V. EXCEPTIONAL ITEMS 77.48 - - 77.48

VI. PROFIT BEFORE TAX 353.40 44.59 8.09 406.08

VII. TAX EXPENSES

1. Current Tax 48.00 - 2.74 50.74

2. Prior years' tax adjustments 0.54 - - 0.54

3. Deferred Tax 11 (25.00) 23.74 (7.01) (8.27)

23.54 23.74 (4.27) 43.01

VIII. PROFIT AFTER TAX FOR THE YEAR 329.86 20.85 12.36 363.07

IX. OTHER COMPREHENSIVE INCOME (OCI)(1) Items that will not be reclassified to profit or loss

(i) Remeasurement of defined benefit liability (asset) 19 - (5.07) 0.13 (4.94) (ii) Change in Fair Value of Instruments through OCI - (2.78) - (2.78) (iii) Deferred tax charge/(credit) on above 11 - 1.63 - 1.63

TOTAL OTHER COMPREHENSIVE INCOME - (6.22) 0.13 (6.09)

X. TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 329.86 14.63 12.49 356.98

Note: During the year 2016-17, Mercury Manufacturing Company Ltd., Busbar Systems (India) Ltd., the Company's wholly-owned

subsidiaries, were merged with the Company, with the appointed date of 1st April, 2016. Also, Godrej Investments Pvt. Ltd.

was merged with the Company with the appointed date of 30th March, 2017.

As per Ind AS 103, Business Combinations, Appendix C, the financial information in the financial statements in respect of prior periods has been restated as if the business combination had occurred from the beginning of the earliest period presented in the financial statements. Accordingly, the financials for the years 2014-15 and 2015-16 have been restated, to include the above merger.

101


Transition to Ind AS:

Reconciliation of net worth (Rupees in crore)

Particulars Footnote As on As onref. 31-03-2016 01/04/2015

(Net of deferred tax) (Net of deferred tax)

Net worth under IGAAP 3,431.15 3,378.14

Construction Projects Reserve 6 (353.22) (364.29) Reversal of Proposed Dividend and tax on distributed profits 9 - 127.27

Deferral of Revenue 4 (72.12) (75.10) Revenue recognition under Percentage of Completion method (POC) 4 32.36 36.70

Capitalisation of Toolings 35.89 1.20

Loans and Borrowings 5 6.64 2.75

Fair valuation of Investments in Geometric Ltd. 196.11 196.11

Deferred Tax Asset on Ind AS adjustments 13 (3.65) 14.74 Others 7/8 11.45 8.43 Adjustments pursuant to Business Combination 12 205.87 203.78

Total Ind AS adjustments 59.33 151.59

Net worth under Ind AS 3,490.48 3,529.73

Reconciliation of Net Profit (Rupees in crore)Particulars Footnote As on

ref. 31-03-2016(Net of deferred tax)

Net profit after tax for the year ended 31-03-2016 329.85

Summary of Ind AS adjustments

Deferral of Revenue 4 -

Revenue recognition under Percentage of Completion method (POC) 4 -

Fair valuation of investments 2 -

Loans and Borrowings 5 (0.02)

Derivatives mark to market 7 (0.01)

Fair value of deposits -

Capitalisation of Toolings 11 -

Remeasurements of defined benefit liability (asset) 10 6.57

Deferred tax impact 13 -

Adjustments pursuant to Business Combination 12 5.25

Total Ind AS adjustments 11.79

Comprehensive income under Ind AS 341.64

For the purposes of reporting as set out in Note 1, the Company has transitioned its basis of accounting from Indian Generally

Accepted Accounting Principles (“IGAAP”) to Ind AS. The accounting policies set out in Note 1 have been applied in preparing the

financial statements for the year ended 31st March, 2017, the comparative information presented in these financial statements for

the year ended 31st March, 2016 and in the preparation of an opening Ind AS balance sheet at 1 April, 2015 (the “transition date”).

In preparing the opening Ind AS balance sheet, the amounts reported in financial statements prepared in accordance with IGAAP

have been adjusted. An explanation of how the transition from IGAAP to Ind AS has affected the financial performance, financial

position is set out in the following tables and the notes that accompany the tables. On transition, estimates previously made under

IGAAP were not revised except where required by Ind AS.

102


Notes to the reconciliation:

1. Property, Plant and Equipment, and Investment Property: The properties which were leased were shown under freehold buildings, under Indian GAAP. However, under Ind AS, these are classified as Investment Property.

2. Fair Valuation of Investments: Under Indian GAAP, the Company accounted for long term investments in unquoted and

quoted equity shares as investment measured at cost less provision for other than temporary diminution in the value of

investments. Under Ind AS, the Company has designated such investments as FVTOCI investments, to be measured at fair

value. At the date of transition to Ind AS, difference between the instruments' fair value and Indian GAAP carrying amount

has been recognised in the statement of other comprehensive income (OCI).

3. Security Deposits Received/Placed: The security deposits received / placed for leased premises have been fair valued andthe difference between the fair value and the face value have been recognised over the lockin period of the deposits.

4. Inventories: Raw Materials received after the reporting date, but for which risk and rewards had passed to the Company, prior to reporting date are recognised as inventory. Similarly, revenue from sale of goods has been recognised only when the risk and rewards in the goods passes to the buyer, hence, cost corresponding to the revenue has been deferred.For industrial products divisions, revenue which was earlier recognised on a completed contract basis is now being recognised on percentage of completion method as per Ind AS - 11. Other financial current assets include unbilled revenue, pertaining to revenue recognised under the percentage of completion method under Ind AS.

5. Loans and borrowings: Under Indian GAAP, transaction costs incurred in connection with loans and borrowings are recognised upfront and charged to profit or loss for the period or capitalised to qualifying assets wherever applicable. Under Ind-AS, transaction costs are included in the initial recognition of financial liability and recognised as pereffective interest rate method.

6. Construction Projects Reserve: The balance in Construction Projects Reserve has been transferred to the Construction work-in-progress account. The percentage of completion computations under Indian GAAP included land at its fair value.As per Ind AS, the transfer of land from fixed assets to inventory will be at cost, accordingly the difference in fair value and cost, earlier credited to the construction projects reserve, has been transferred to construction work-in-process.

7. Derivative contracts: Under Indian GAAP, the premium and discount on forward contracts were amortised over the contract period. For other derivative contracts only mark to market losses were recognised based on prudence. However, under IndAS all derivatives are measured at fair value at each reporting period and changes therein are recognised in profit and loss.

8. Dealer Incentive Scheme: Under Indian GAAP, Dealer Incentive Scheme was recognised as part of other expenses whichhas been adjusted against revenue under Ind AS during the year ended 31st March, 2016.

9. Proposed dividend: Under Indian GAAP, proposed dividends are recognised as a liability in the period to which they relate, irrespective of when they are declared. Under Ind-AS, a proposed dividend is recognised as a liability in the period in which it is declared by the company (usually when approved by shareholders in a general meeting) or paid.

10. Employee Benefits: Both under Indian GAAP and Ind-AS, the Company recognised costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind-AS, remeasurements [comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets]are recognised immediately in the balance sheet through other comprehensive income. Thus, employee benefit expense is reduced by Rs. 4.94 crore and is recognised in other comprehensive income during the year ended 31-03-2016.

11. Capitalisation: Earlier, toolings were expensed out in the statement of profit and loss. However, on restatement as per Ind AS, toolings have been capitalised by the Company.

12. Adjustment pursuant to Business Combination: Two of the Company's wholly owned subsidiaries, MercuryManufacturing Company Ltd. (MMCL) and Busbar Systems (India) Ltd. (BSIL) merged with the Company with anappointed date of 1st April, 2016. Appendix C para 9 of Ind AS 103 - Business Combinations, mentions the method of accounting for common control business combinations. Accordingly, the financial informationin respect of prior periods has been restated as if the business combination had occurred from the beginning of the earliest period presented in the financial statements, irrespective of the actual date of the combination.

13. Deferred Tax: Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind-AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind-AS 12 approach has resulted in recognition of deferred tax on new temprorary differences which was not required under Indian GAAP. All adjustments under Ind AS, have a corresponding deferred tax calculated on these adjusments, which are shown under deferred tax.

103


First-time adoption of Ind AS

A. Transition to Ind AS

B. Exemptions and exceptions availed

B.1 Ind AS mandatory exceptions

B.1.1 Estimates

B.1.2 De-recognition of financial assets and liabilities

B.1.3 Classification and measurement of financial assets

B.2 Ind AS optional exemptions

B.2.1 Deemed cost

B.2.2 Deemed cost for investments in subsidiaries, joint ventures and associates

B.2.3 Business Combination

The Company has elected to continue with the previous GAAP carrying value of its investments in subsidiaries, joint ventures and

associates as recognised in the financial statements as at the date of transition to Ind AS, except in the case of investments in

Geometric Ltd.

Ind AS 101 provided the option to apply Ind AS 103 prospectively from the transition date or specific date prior to the transition

date. The Company has elected to apply Ind AS 103 propectively to business combination occurring after its transition date.

Business combination prior to the transition date have not been restated.

These are the Company’s first financial statements prepared in accordance with Ind AS. For all periods upto and including the year

ended 31st March, 2016, the Company prepared its financial statements in accordance with the accounting standards notified

under Section 133 of the Companies Act 2013, read together with the relevant rules thereunder ('Previous GAAP').

The estimates at 1-4-2015 and 31-03-2016 are consistent with those made for the same dates in accordance with the Indian GAAP

(after adjustments to reflect differences if any, in accounting policies). The Company has made estimates for following items in

accordance with Ind AS at the date of transition as these were not required under previous GAAP: Investment in equity

instruments are carried at FVTOCI.

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions

occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition

requirements in Ind AS 109 retrospectively from a date of the entity’s choosing, provided that the information needed to apply Ind

AS 109 to financial assets and financial liabilities derecognised as a result of past transactions was obtained at the time of initially

accounting for those transactions.

The Company has classified and measured the financial assets on the basis of the facts and circumstances that exist at the date of


The Company has elected to continue with the carrying value for all of its property, plant and equipment, intangible assets and

investment property as recognised in the financial statements as the deemed cost at the date of transition to Ind AS, measured as

per the previous GAAP.

The adoption of Ind AS, has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards.

Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial

statements be applied retrospectively and consistently for all financial years presented. Accordingly, the Company has prepared

financial statements which comply with Ind AS for the year ended 31-03-2017, together with the comparitive information as at and

for the year ended 31-03-2016 and the opening Ind AS balance sheet as at 1-4-2015, the date of transition to Ind AS.

104


47. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

(I). A. Accounting classification and fair values

(Rupees in crore)

As at 31/03/2017 FVTPL FVTOCI Amortised

Cost

Total Level 1 Level 2 Level 3 Total

Financial assets Non-current

Investments in Subsidiaries, Associates andJoint Venture 23.00 - 130.17 153.17 23.00 23.00 Investments:

Quoted Equity Shares - 5,093.68 5,093.68 5,093.68 - - 5,093.68 Unquoted Equity Shares * - 146.07 146.07 - - 146.07 146.07

Trade Receivables - - 7.44 7.44 - - Loans

Deposits - - 29.39 29.39 - - - - Other Loans and Advances - - 6.12 6.12 - - - -

Other financial assets - - 1.79 1.79 - - - -

CurrentCurrent Investments (Mutual Funds) - 6.76 - 6.76 6.76 6.76 Trade Receivables - - 1,998.12 1,998.12 - - - -

Cash and cash equivalents - - 27.20 27.20 - - - -

Other Balances with Banks - - 79.71 79.71 - - - - Loans - - 81.42 81.42 - - - -

Other Financial asset - - 484.05 484.05 - - - -

Derivative asset 10.80 - - 10.80 - 10.80 - 10.80 33.80 5,246.51 2,845.41 8,125.72 5,100.44 10.80 169.07 5,280.31

Financial liabilities Non-current

BorrowingsSecured Redeemable Non-Convertible

Debentures (NCDs) - - 498.40 498.40 - 514.65 - 514.65 Secured Term Loans from Banks

and Financial Institutions - - 2.50 2.50 - - - - Unsecured Borrowings - 627.40 627.40 - 508.88 - 508.88

Other financial liabilities - - 294.87 294.87 - - - -

CurrentBorrowings - - 1,183.30 1,183.30 - 163.09 - 163.09

Trade and other payables - - 1,111.60 1,111.60 - - - -

Other financial liabilities:Current maturities of long-term borrowings - - 165.61 165.61 - - - -

Derivative Liability 11.36 - - 11.36 - 11.36 - 11.36

Others - - 569.52 569.52 - - - - 11.36 - 4,453.20 4,464.56 - 1,197.98 - 1,197.98

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.

It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable

approximation of fair value.

Carrying amount Fair value

105


47. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (continued)(Rupees in crore)


Cost



Investments in Subsidiaries, Associates andJoint Venture 18.00 1,498.89 1,516.89 - - 18.00 18.00 Investments

Quoted Equity Shares - 104.81 - 104.81 104.81 - - 104.81 Unquoted Equity Shares * - 9.02 - 9.02 - - 9.02 9.02

Trade Receivables - - 12.50 12.50 - - - - Loans

Security deposits - - 2.12 2.12 - 2.42 - 2.42 Other deposits - - 47.56 47.56 - - - - Other Loans and Advances - - 8.99 8.99 - - - -

Other Non-current financial assets - - 110.12 110.12 - - - - Current

Trade Receivables - - 1,713.52 1,713.52 - - - - Cash and Cash Equivalents - - 20.36 20.36 - - - - Other Balances with Banks - - 61.76 61.76 - - - - Loans - - 87.36 87.36 - - - - Other Financial Assets - - 428.66 428.66 - - - - Derivative asset 8.49 - - 8.49 - 8.49 - 8.49

26.49 113.83 3,991.84 4,132.16 104.81 10.91 27.02 142.74


BorrowingsSecured Redeemable Non-Convertible

Debentures (NCDs) - 497.90 497.90 - 508.06 508.06 Secured Term Loans from Banks

and Financial Institutions - - 5.05 5.05 - - - - Unsecured Borrowings - 625.63 625.63 - 470.71 - 470.71

Other Financial Liabilities 256.68 256.68 - - - -

CurrentBorrowings - - 1,273.84 1,273.84 - - - -

Trade payables - - 884.10 884.10 - - - - Other Financial Liabilities:

Current maturities of long-term borrowings 152.64 152.64 - - - -

Derivative Liability 2.71 - 2.71 - 2.71 - 2.71

Others - - 589.85 589.85 - - - - 2.71 - 4,285.69 4,288.40 - 981.48 - 981.48


106


47. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (continued)

(Rupees in crore)


Cost



Investments in Subsidiaries, Associates andJoint Venture - 1,403.52 1,403.52 - - - - Investments -

Quoted Equity Shares - 7.05 - 7.05 7.05 - - 7.05 Unquoted Equity Shares * - 2.25 - 2.25 - - 2.25 2.25

Trade Receivables - - 69.66 69.66 - - - - Loans

Security deposits - - 2.05 2.05 - 1.97 - 1.97 Other deposits - - 43.80 43.80 - - - - Other Loans and Advances - - 5.63 5.63 - - - -

Other Non-current financial assets: - - 258.77 258.77 - - - - Current

Trade Receivables - - 1,804.75 1,804.75 - - - - Cash and Cash Equivalents - - 12.16 12.16 - - - - Other Balances with Banks - - 57.62 57.62 - - - - Loans - - 93.91 93.91 - - - - Other Financial Assets - - 203.08 203.08 - - - - Derivative asset 0.94 - - 0.94 - 0.94 - 0.94

0.94 9.30 3,954.95 3,965.19 7.05 2.91 2.25 12.21


Cost



BorrowingsSecured Term Loans from Banks

and Financial Institutions - - 7.92 7.92 - - - - Unsecured Borrowings - 355.71 355.71 - 246.87 246.87

Other Financial Liabilities - - 210.51 210.51 - - - - Current

Borrowings - - 1,444.29 1,444.29 - - - - Trade and other payables - - 951.31 951.31 - - - - Other Financial Liabilities:

Current maturities of long-term borrowings - - 283.01 283.01 - - - - Derivative Liability 1.23 - 1.23 - 1.23 - 1.23 Others - - 476.81 476.81 - - - -

1.23 - 3,729.56 3,730.79 - 248.10 - 248.10

FVTPL - Fair Value Through Profit and Loss FVTOCI - Fair Value Through Other Comprehensive Income* The fair value in respect of the unquoted equity investments cannot be reliably estimated. The Company has currently measured them at net book value as per the latest audited financial statements available.(1) Carrying amounts of cash and cash equivalents, trade receivables, unbilled revenues, loans and trade and other payables as at 31st March, 2017, 31st March, 2016 and 1st April, 2015 approximate the fair values because of their short-term nature. Difference between carrying amounts and fairvalues of bank deposits, other financial assets, other financial liabilities and borrowings subsequently measured at amortised cost is not significant ineach of the years presented.



107



B. Measurement of fair values

Valuation techniques and significant unobservable inputs:The following tables show the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.

Financial instruments measured at fair valueType

Non-Current Investments - quoted The use of quoted market pricesNon-Current Investments - unquotedFixed rates long term borrowings

Forward contracts

C. Financial risk managementThe Company has exposure to the following risks arising from financial instruments:▪ Credit risk ;▪ Liquidity risk ; and▪ Market risk

Risk management framework

Level 3 fair valuesReconciliation of Level 3 fair values

Paticulars (Rupees in

crore)

Opening Balance (01-04-2015) 2.25 Net change in fair value (unrealised) 6.77 Purchases 18.00 Closing Balance (31-03-2016) 27.02

Opening Balance(01-04-2016) 27.02 Net change in fair value (unrealised) 0.00 Purchases 5.00 Shares received on amalgamation 137.05 Closing Balance (31-03-2017) 169.07

The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values.

The Audit Committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the

adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by

internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported

to the Audit Committee.

The valuation model considers present value of expected payments

discounted using an appropriate discounting rate.

Net book value based on the last available financial statements

(2) Assets that are not financial assets (such as receivables from statutory authorities, export benefit receivables, prepaid expenses, advances paid and

certain other receivables) amounting to Rs. 256.80 as at 31-03-2017, Rs. 225.88 crore as at 31-03-2016 and Rs. 163.91 crore as at 01-04-2015,

respectively, are not included.

(3) Other liabilities that are not financial liabilities (such as statutory dues payable, deferred revenue, advances from customers and certain other

accruals) amounting to Rs. 779.15 crore as at 31-03-2017, Rs. 584.40 crore as at 31-03-2016 and Rs. 519.48 crore as at 01-04-2015, respectively, are not

included.

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The

Board of Directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk

management policies. The committee reports regularly to the Board of Directors on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and

controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market

conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined

and constructive control environment in which all employees understand their roles and obligations.

Valuation technique

The fair value is determined using forward exchange rates at the

reporting dates.

108



(II). Liquidity risk

Exposure to liquidity risk

(Rupees in crore)

As at 31/03/2017 Carrying

amount

Total Less than

6 months

6-12

months

1-2 years 2-5 years More than

5 years

Non-derivative financial liabilitiesNon-Current

Term loans from banks 2.50 5.67 1.51 1.44 2.72 - Debentures 498.40 637.25 11.16 22.68 44.63 558.78 - Interest-free Loans under the Sales Tax

Deferral Scheme of MaharashtraState Government 40.01 40.02 - 10.36 9.77 19.15 0.74 Fixed Deposits 587.39 681.51 - - 478.77 202.74 -

Other Non-current Financial Liabilities 294.87 294.87 - - 294.87 - -

Current Secured Borrowings 555.55 555.55 555.55 - - - -

Unsecured Borrowings 477.75 477.75 477.75 - - - -

Short term loans from banks 150.00 150.00 150.00 - - - -

Trade Payables 1,111.60 1,111.60 1,111.60 - - - -

Other Current Financial Liabilities 610.31 610.31 610.31 - - - -

Derivative Liability 11.36 11.36 11.36 Acceptances 124.82 124.82 124.82 - - - -

The following are the remaining contractual maturities of financial liabilities at the reporting date.

Contractual cash flows

The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by

continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

The Company also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows

on trade and other payables.

Liquidity risk is the risk that the Company will encounter, in meeting the obligations associated with its financial liabilities that are

settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible,

that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without

incurring unacceptable losses or risking damage to the Company’s reputation.

109


47. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (continued)(Rupees in crore)


amount

Total Less than

6 months

6-12

months


5 years


Term loans from banks 5.05 5.67 - - 2.95 2.72 - Debentures 497.90 681.99 22.44 22.31 33.83 352.05 251.36 Interest-free Loans under the Sales Tax

Deferral Scheme of MaharashtraState Government 47.38 47.38 - 7.36 10.35 25.16 4.51 Fixed Deposits 578.25 703.10 - 183.65 519.45 -





Trade Payables 884.10 884.10 884.10 - - - -


Derivative Liability 2.71 2.71 2.71 (Rupees in crore)


amount

Total Less than

6 months

6-12

months


5 years


Term loans from banks 7.92 9.29 - - 3.62 5.67 - Interest-free Loans under the Sales Tax

Deferral Scheme of MaharashtraState Government 51.99 51.99 - 4.60 7.36 28.99 11.04 Fixed Deposits 303.72 364.17 - - 164.19 199.98 -





Trade Payables 951.31 951.31 951.31 - - - -


Derivative Liability 1.23 1.23 1.23



110



(III). Market riskThe Company is exposed to market risks such as price, interest rate fluctuation and foreign currency rate fluctuation risks, capital structure and leverage risks.

A. Currency risk

Exposure to currency risk

Currency

Financial assets As at

31/03/2017

As at

31/03/2016

As at

31/03/2015

As at

31/03/2017

As at

31/03/2016

As at

31/03/2015Trade and other receivables USD 2,64,16,442 1,95,50,752 1,58,03,268 171.31 129.63 98.85

EURO 9,45,630 5,31,204 15,90,286 6.55 4.01 10.69 GBP 3,46,729 6,82,509 6,21,117 2.80 6.52 5.75 OTHERS 9,76,339 9,07,833 2,22,441 19.59 20.08 4.63

200.25 160.24 119.92

Hedged Exposures USD 1,06,43,134 97,74,043 21,33,347 69.02 64.81 13.34

131.23 95.43 106.58

Currency

Financial liabilities As at

31/03/2017

As at

31/03/2016

As at

31/03/2015

As at

31/03/2017

As at

31/03/2016

As at

31/03/2015

Trade and other payables USD 5,86,56,522 4,33,53,081 4,67,49,745 380.39 287.45 292.42 (includes foreign currency EURO 17,15,989 13,76,421 14,87,223 11.90 10.38 10.00 borrowings) GBP 93,125 50,174 1,00,920 0.75 0.48 0.93

OTHERS 17,62,505 14,67,817 36,91,368 0.33 0.74 0.35 393.37 299.05 303.70

Hedged Exposures USD 5,06,89,608 2,47,22,113 4,03,74,586 328.72 163.92 252.54 64.65 135.13 51.16

The following significant exchange rates have been applied during the year.

(Rupees) 31-03-2017 31-03-2016 31-03-2015

USD 1 64.85 66.31 62.55 EUR1 69.29 75.45 67.24

GBP1 80.90 95.52 92.52

Sensitivity analysis

Effect in Rs. Crore Strengthening Weakening Strengthening Weakening Strengthening WeakeningUSD - 3% movement (1.52) 1.51 (1.76) 1.76 1.37 (1.37)EUR - 3% movement 0.16 (0.16) (0.19) 0.19 0.02 (0.02)GBP - 3% movement (0.06) 0.06 (0.18) 0.18 (0.14) 0.14

Profit or (loss)Profit or (loss)

as at 31/03/2016as at 31/03/2017 as at 1/4/2015

Profit or (loss)

Year-end spot rate

A reasonably possible strengthening (weakening) of the Indian Rupee against US dollars at 31st March would have affected the

measurement of financial instruments denominated in US dollars and affected equity and profit or loss by the amounts shown below. This

analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and

purchases.

The currency profile of financial assets and financial liabilities as at 31/03/2017, 31/03/2016 and 01/04/2015 are as below:

Equivalent amount (Rupees in crore)Amount in Foreign Currency

The Company is exposed to currency risk on account of its borrowings and other payables/receivables in foreign currency. The functional

currency of the Company is Indian Rupee. The Company uses forward exchange contracts to hedge its currency risk, mostly with a

maturity of less than one year from the reporting date.

The Company does not use derivative financial instruments for trading or speculative purposes.

Equivalent amount (Rupees in crore)Amount in Foreign Currency

111



B. Interest rate risk

Exposure to interest rate risk

Rupees in Crore

Nominal amount As at As at As at

31-03-2017 31-03-2016 31-03-2015Fixed-rate instrumentsFinancial liabilities: Long-term 1,125.80 1,123.53 355.71 Financial liabilities: Short-term 1,180.78 1,270.32 1,441.39

2,306.58 2,393.85 1,797.10 Variable-rate instrumentsFinancial liabilities: Long-term 2.50 5.05 7.92 Financial liabilities: Short-term 2.52 3.52 2.90

5.02 8.57 10.82 Total 2,311.60 2,402.42 1,807.92

Cash flow sensitivity analysis for variable-rate instruments

(Rupees in crores) 100 bp increase 100 bp decrease

As at 31/03/2017Variable-rate instruments (0.05) 0.05 Cash flow sensitivity (net) (0.05) 0.05



Fair value sensitivity analysis for fixed-rate instruments

Company’s interest rate risk arises from borrowings. Borrowings issued at floating rates exposes to fair value interest rate risk.

The interest rate profile of the Company’s interest-bearing financial instruments as reported to the management of the

Company is as follows:

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss.

Therefore, a change in interest rates at the reporting date would not affect profit or loss.

The Company’s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from financial

institutions. It is the Company’s policy to obtain the most favourable interest rate available, and to retain flexibility of fund-

raising options in future between fixed and floating rates of interest, across maturity profiles and currencies.

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity

and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency

exchange rates, remain constant.

Profit or loss

112



C. CREDIT RISK

Trade and other receivables

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables.

Impairment


31-03-2017 31-03-2016 01-04-2015Neither past due nor impaired 1,213.41 923.50 1,115.45 More than 6 months and less than 1 year 208.28 207.29 165.80 More than 1 year and less than 3 years 396.51 400.89 412.62 More than 3 years 179.92 181.84 110.88

1,998.12 1,713.52 1,804.75

The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows:

(Rupees in crore)Collective impairments

Balance as at 01/04/2015 103.10 Impairment loss recognised 13.99 Balance as at 31/03/2016 117.09 Impairment loss recognised 20.88 Balance as at 31/03/2017 137.97 Amounts written off as at 31/03/2016 17.90 Amounts written off as at 31/03/2017 20.97

Cash and cash equivalents

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its

contractual obligations, and arises principally from the Company's receivables from customers and investments in debt

securities.The carrying amount of financial assets represents the maximum credit exposure.

Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this, the

businesses periodically assesses the financial reliability of customers, taking into account the financial condition, current

economic trends, analysis of historical bad debts and ageing of accounts receivable.

Management believes that the unimpaired amounts that are past due by more than 6 months are still collectible in full, based

on historical payment behaviour and extensive analysis of customer credit risk, on a case to case basis, with reference to the

customer's credit quality and prevailing market conditions. Based on past experience, the Company does not expect any

material loss on its receivables and hence no provision is deemed necessary on account of Expected Credit Loss (ECL).

The Company maintains its cash and cash equivalents with credit worthy banks and financial institustions and reviews it on

ongoing basis. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing

basis and is considered to be good.

The ageing of trade and other receivables that were not impaired was as follows.

Loans and advances are monitored by the Company on a regular basis and these are niether past due nor impaired.

113


48. CAPITAL MANAGEMENT

As at As at As at

31-03-2017 31-03-2016 01-04-2015

Non-Current Borrowings 1,128.30 1,128.58 363.63 Current Borrowings 1,183.30 1,273.84 1,444.29 Current maturity of long-term borrowings 165.61 152.64 283.01 Gross Debt 2,477.21 2,555.06 2,090.93 Less : Cash and cash equivalent 27.20 20.36 12.16 Less : Other balances with banks 79.71 61.76 57.62 Less : Current Investments 6.76 - - Adjusted net debt 2,363.54 2,472.94 2,021.15

Total equity 7,762.14 3,490.48 3,529.73 Adjusted net debt to equity ratio 0.30 0.71 0.57

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to

sustain future development of the business. Management monitors the return on capital as well as the level of dividends to

ordinary shareholders.

(Rupees in crore)

The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of

borrowings and the advantages and security afforded by a sound capital position.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as

total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents. The Company's adjusted net

debt to equity ratio for 3 years is given below:

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49. ADDITIONAL INFORMATION ABOUT BUSINESS SEGMENTS(Rupees in crore)

Consumer

Durables

Industrial

Products

Others Corporate/

Unallocated

Total Company Consumer

Durables

Industrial

Products

Others Corporate/

Unallocated

Total Company

REVENUE Domestic Sales 6,719.34 2,127.88 378.16 - 9,225.38 6,135.90 1,870.89 599.22 - 8,606.01

Export Sales 117.64 436.56 - 554.20 136.28 415.42 - 551.70

SALE OF PRODUCTS AND SERVICES (Gross) 6,836.98 2,564.44 378.16 9,779.58 6,272.18 2,286.31 599.22 9,157.71

Inter-Segment Transfers 20.46 75.13 - 95.59 192.63 21.85 105.48 319.96

Other Operating Revenue/Other Income 60.14 72.63 11.34 144.11 68.47 70.32 18.23 157.02

SEGMENT REVENUE 6,917.58 2,712.20 389.50 - 10,019.28 6,533.28 2,378.48 722.93 - 9,634.69

Less: Inter-Segment Revenue (95.59) (319.96) 9,923.69 9,314.73

Add: Income from Dividends 68.48 144.11

TOTAL REVENUE 9,992.17 9,458.84

RESULTS FROM OPERATIONS

gc

Profit before Corporate / Common Expenses,

Interest, Depreciation and Amortization671.44 146.10 236.34 - 1,053.88 580.20 80.22 216.03 - 876.45

Less: Non Cash Expenses:Depreciation 95.02 55.51 28.09 - 178.62 89.17 49.86 18.61 157.64

SEGMENT RESULTS (Profit before Corporate /

Common Expenses and Interest)576.42 90.59 208.25 875.26 491.03 30.36 197.42 718.81


Total Profit/(Loss) on Sale of Fixed Assets

(Net)(1.39) 0.36

Total Profit on Sale of Investments (Net) 117.79 77.48

1,060.14 940.76

Less: Interest (Net of Interest Income) 166.74 159.63

Loss on transfer of investments without

consideration481.25 -

Adjustment to carrying value of

investments upon receipt of shares in HCL

Technologies Ltd. and 3DPLM Software

Solutions Ltd., in exchange of investments

(124.14) -

Other Unallocated Corporate / Common

Expenses404.14 375.05

PROFIT BEFORE TAX 132.15 406.08

Provision for Taxes 106.98 43.01

PROFIT FOR THE YEAR 25.17 363.07

CAPITAL EMPLOYED (at the end of the year)k+fa Segment Assets 2,602.23 2,324.76 87.33 2,696.95 7,711.27 2,542.37 1,792.42 65.04 2,416.12 6,815.96 o Segment Liabilities 557.80 859.39 20.40 2,481.29 3,918.88 677.16 639.43 19.81 2,234.55 3,570.95

ndaSEGMENT CAPITAL EMPLOYED (Segment Assets -

Segment Liabilities)2,044.43 1,465.37 66.94 215.66 3,792.39 1,865.21 1,152.99 45.24 181.58 3,245.01

Investments 5,392.92 1,630.72

Less: Deferred Tax Liabilities (Net) - -

TOTAL CAPITAL EMPLOYED (NET ASSETS) (as per

Balance Sheet)9,185.31 4,875.73

CAPITAL EXPENDITURE

TOTAL CAPITAL EXPENDITURE (as per Balance Sheet) 154.54 185.39 13.99 208.41 562.33 175.40 204.27 25.59 50.22 455.48

(a) Identification of Business SegmentsThe Indian Accounting Standard 108 (Ind AS-108) on “Segment Reporting” requires disclosure of segment information to facilitate betterunderstanding of the performance of an enterprise’s business operations. The Company has identified Business Segments to complywith the operating segment disclosures as per Ind AS-108, considering the organization structure, internal financial reporting system, andthe risk-return profiles of the businesses. The Company’s organisation structure and management processes are designated tosupport effective management of multiple businesses while retaining focus on each one of them.The Consumer Durables segment includes Furniture and Interiors, Office Equipment, Home Appliances, Locks and Security Equipment. TheIndustrial Products segment includes Process Plant and Equipment, Toolings, Special Purpose Machines, Precision Components/

Development and Ready-mix Concrete operations are included under the Others segment.

segment disclosures based on geographic segments are not considered relevant.

(b) Segment Revenue, Results, Assets and LiabilitiesSegment revenue and results are arrived at based on amounts identifiable to each of the segments. Inter-segment transfers are valuedat cost or market-based prices, as may be negotiated between the segments with an overall optimization objective for the Company.Other unallocated expenses include corporate expenses, as well as expenses incurred on common shared-services provided to thesegments. Segment assets include all operating assets used by the business segment and consist mainly of net fixed assets, debtorsand inventories. Segment liabilities primarily include creditors and advances from customers. Unallocated assets mainly relate tothe factory, administrative, employee welfare, and marketing infrastructure at Vikhroli, Mumbai and at up-country establishments,not directly identifiable to any business segment. Liabilities which have not been identified between the segments are shown asunallocated liabilities.


Engineering, Electricals and Electronics, Electric Motors, Storage Solutions and Material Handling Equipment. Estate leasing, Property

The Company’s exports constitute less than 10% of its total revenue. All of the Company’s manufacturing operations are conducted inIndia. The commercial risks and returns involved on the basis of geographic segmentation are relatively insignificant. Accordingly,

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50. SCHEMES OF AMALGAMATION

(i) Amalgamation of Cartini India Ltd. with the Company:(a) A Scheme of Amalgamation ("the Scheme") of Cartini India Ltd. (Cartini) with the Company with effect from

1st April 2016, was sanctioned by the Hon'ble High Court of Judicature at Bombay (“the Court”) on 20th June, 2016.The certified copies of the Order of the Court sanctioning the Scheme were filed by Cartini and the Company with theMinistry of Corporate Affairs on 30th July, 2016 and 1st August, 2016, respectively, and the Scheme became effective from 1st August, 2016. Accordingly, the Scheme has been given effect to in the accounts for the year,and the entire undertaking of erstwhile Cartini stands transferred to and vested in the Company as a going concern and Cartini, without any further act, stands dissolved without winding up. Cartini was mainly engaged in the business of manufacturing locks.

(b) The amalgamation was accounted for as specified in the Scheme. The details of adjustments made in the accounts

pursuant to the Scheme are set out below:

Value of Net Assets of Cartini India Ltd. taken over as at 1st

April, 2016 (See Notes below):

Rupees

Property, Plant and Equipment (Gross Block) 84,55,54,066

Less: Accumulated Depreciation 10,04,42,804

Property, Plant and Equipment (Net Block) 74,51,11,262

Add: Capital Work-in-Progress 4,54,57,533

Total Property, Plant and Equipment 79,05,68,795

Non-current Investments 10,49,41,990

Other Non-current Assets 57,33,829

Inventories 20,37,26,850

Trade Receivables 8,99,09,732

Cash and Bank Balances 56,72,068

Short-term loans and advances 2,36,82,995

Other Current Assets 3,989

Total Assets (A) 1,22,42,40,248

Less: Liabilities:

Deferred Tax Liability (Net) 4,71,69,134

Other Non-current Liabilities 3,35,710

Trade Payables 13,95,85,045

Other Current Liabilities 4,27,09,703

Short-term Provisions 24,41,492

Total Liabilities (B) 23,22,41,084

Total Value of Net Assets taken over *(A) – (B)+ 99,19,99,164

Less: 15,538 equity shares of Rs.100 each of the Company issued at par, credited as fully paid

up, to the shareholders of Cartini 15,53,800

99,04,45,364

As per the Order of the Court, the balance adjusted against:

Capital Redemption Reserve 4,84,55,300

General Reserve 7,96,00,000

Retained Earnings 86,33,31,934

Capital Reserve (9,41,870)

99,04,45,364

(c) All assets and liabilities, have been recorded in the books of the Company at the values appearing in the books of Cartini as at the closing balance sheet as at 31st March, 2016. As per para 18 of Ind AS, 103, Business Combinations, the acquirer shall measure the identifiable assets acquired and the liabilities assumed at their acquisition-date fair values. However, the above acquisition was recorded at book value,

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under a Court scheme. As per valuation report issued by valuers, V. S. Dastur and Co., Chartered Accountants, the fair value of Cartini shares amounted to Rs. 16,213 per share, totalling to Rs. 99,21,22,109, for 61,193 shares of Cartini. Had the acquisition been at fair value, the resultant Capital Reserve would have amounted to Rs. 18,77,88,625.

(d) With effect from 1st April, 2016, all debts, liabilities, duties and obligations of Cartini as at the close of businesson the date preceding the aforesaid date, whether or not provided in the books of Cartini, and all liabilitieswhich arise or accrue on or after 1st April, 2016 shall be deemed to be the debts, liabilities, duties and obligations of the Company.

(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant tothe Scheme, in the name of the Company, such asset and liabilities continue to be in the name of Cartini.

(f) Since the aforesaid Scheme, which is effective from 1st April, 2016, has been given effect to in these accounts, the figures for the current year to that extent are not comparable with those of the previous year.

(ii) Amalgamation of Godrej Investments Private Ltd. with the Company:(a) A Scheme of Amalgamation ("the Scheme") of Godrej Investments Pvt. Ltd. (GIPL) with the Company with effect from

29th March 2017, was sanctioned by the National Company Law Tribunal (“NCLT”), Mumbai Bench on 23rd August, 2017 and certified copies of the Order of the NCLT sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on 18th September, 2017. Accordingly, the Scheme has been given effect to in the accounts for the year,and the entire undertaking of erstwhile GIPL stands transferred to and vested in the Company as a going concern and GIPL, without any further act, stands dissolved without winding up. GIPL was mainly an investment company.

(b) The amalgamation was accounted for as specified in the Scheme. GIPL holds 1,77,432 equity shares in the Company.The details of adjustments made in the accounts pursuant to the Scheme are set out below:

Value of Net Assets of Godrej Investments Pvt. Ltd. taken

over as at 29th March, 2017 (See Notes below):

Rupees

Non-current Investments 2,27,91,65,713

Less: Investments in the Company's Equity Shares (at cost) (10,81,33,528)

Non-current Investments (other than Equity Shares in the Company held by GIPL 2,17,10,32,185

Loans 73,91,260


Loans 76,37,21,530

Total Assets (A) 2,94,35,20,980

Less: Liabilities:

Borrowings 1,04,25,00,000

Other Current Liabilities 73,35,287

Total Liabilities (B) 1,04,98,35,287

Total Value of Net Assets taken over *(A) – (B)+ 1,89,36,85,693

As per the Order of the Court, adjusted against:

General Reserve (65,38,06,281)

Surplus as per the Order of the Court 32,74,19,580

Other Comprehensive Income (1,64,15,70,020)

(1,96,79,56,721)

Balance - Adjusted as Capital Reserve on Business Combinations (7,42,71,028)

(c) All assets and liabilities, have been recorded in the books of the Company at the values appearing in the books of GIPL as at the closing balance sheet as at 29th March, 2017.

(d) With effect from 29th March, 2017, all debts, liabilities, duties and obligations of GIPL as at the close of business on the date preceding the aforesaid date, whether or not provided in the books of GIPL, and all liabilities which arise or accrue on or after 29th March, 2017 shall be deemed to be the debts, liabilities, duties and obligations of the Company.

(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant tothe Scheme, in the name of the Company, such asset and liabilities continue to be in the name of GIPL.

(f) Upon the Scheme coming into effect, and in consideration for the amalgamation of GIPL with the Company, the Companywill issue and allot 1,77,429 equity shares at par, credited as fully paid up, to the shareholders of GIPL, whose names

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appear in the Register of Members of GIPL, on the Effective Date, ie. 18th September, 2017, in the ratio of 1 fully paidequity share of Rs. 100 each of the Company for each share of Rs. 100 each held by GIPL in the Company.

(iii) Amalgamation of wholly-owned subsidiary Busbar Systems (India) Ltd. with the Company:(a) A Scheme of Amalgamation ("the Scheme") of Busbar Systems (India) Ltd. (Busbar) with the Company with effect from

1st April 2016, was sanctioned by the National Company Law Tribunal (“NCLT”), Mumbai Bench, on 23rd August, 2017and by the National Company Law Tribunal (“NCLT”), Bangalore Bench, on 16th October, 2017 and certified copies of the Order of the NCLT sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on28th October, 2017 and with the Registrar of Companies, Bangalore on 26th October, 2017. Accordingly, the Scheme has been given effect to in the accounts for the year, and the entire undertaking of erstwhile Busbar stands transferred to and vested in the Company as a going concern and Busbar, without any further act, stands dissolved without winding up. Busbar was mainly engaged in the business of manufacturing busbars. The amalgamation was accounted for as specified in the Scheme.

(b) The details of adjustments made in the accounts pursuant to the Scheme are set out below:

Value of Net Assets of Busbar Systems (India) Ltd. taken

over as at 1st


Rupees


Less: Accumulated Depreciation 43,93,016

Property, Plant and Equipment (Net Block) 2,19,69,029

Intangible Assets (Gross Block) 7,56,530


Intangible Assets (Net Block) 4,09,452

Total Property, Plant and Equipment 2,23,78,481

Other Financial Assets (Non-Current) 29,11,980

Deferred Tax Asset (Net) 23,04,911



Cash and Bank Balances 14,97,95,354

Other Financial Assets (Current) 29,77,504

Other Current Assets 3,03,14,422

Total Assets (A) 31,43,79,534

Less: Liabilities:

Non-Current Liabilities - Provisions 11,04,598

Financial Liabilities

Borrowings 8,94,84,192



Provisions 10,34,539

Current tax liabilities 43,20,910




General Reserve 25,37,000


Other Comprehensive Income (68,099) 9,66,13,215

5,00,000

Less: Book Value of equity shares held by the Company in Busbar written off 22,05,50,000

Balance (22,00,50,000)

Adjusted against: Retained Earnings and General Reserve of Busbar 9,66,81,314

Adjusted as Capital Reserve on Business Combinations 12,33,68,686

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(c) All assets and liabilities, have been recorded in the books of the Company at the values appearing in the books of Busbar as at the closing balance sheet as at 31st March, 2016.

(d) With effect from 1st April, 2016, all debts, liabilities, duties and obligations of Busbar as at the close of business on thedate preceding the aforesaid date, whether or not provided in the books of Busbar, and all liabilities which arise or accrueon or after 1st April, 2016 shall be deemed to be the debts, liabilities, duties and obligations of the Company.

(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant tothe Scheme, in the name of the Company, such asset and liabilities continue to be in the name of Busbar.

(f) The amalgamation of the wholly-owned subsidiary does not entail issue of shares.

(iv) Amalgamation of wholly-owned subsidiary Mercury Manufacturing Company Ltd. with the Company:(a) A Scheme of Amalgamation ("the Scheme") of Mercury Manufacturing Company Ltd. (MMCL) with the Company

with effect from 1st April 2016, was sanctioned by the National Company Law Tribunal (“NCLT”), Mumbai Bench, on 23rd August, 2017 and by the National Company Law Tribunal (“NCLT”), Chennai Bench, on 14th September, 2017 and certified copies of the Order of the NCLT sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra and Chennai on 3rd October, 2017. Accordingly, the Scheme has been given effect to in the accounts for the year, and the entire undertaking of erstwhile MMCL stands transferred to and vested in the Company as a going concern and MMCL, without any further act, stands dissolved without winding up. MMCL was mainly engaged in the business of manufacture and export of steel furniture. The amalgamation was accounted for as specified in the Scheme.


Rupees



Total Property, Plant and Equipment (Net Block) 6,60,93,251


Other Assets (Non-Current) 25,22,774

Total Non-Current Assets 6,87,42,876





Other Assets (Current) 41,00,462


Less: Liabilities:

Non-Current Liabilities

Deferred Tax Liability (Net) 51,32,309


Current Liabilities




Other Financial Liabilities 60,31,857


Provisions 3,62,560

Current Tax Liabilities (Net) 15,92,978


Value of Net Assets of Mercury Manufacturing Company Ltd. taken over as at 1st


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Rs.


Adjusted against:




Other Comprehensive Income (14,05,253) 13,12,50,716

3,75,00,000

Less: Book Value of equity shares held by the Company in MMCL written off 12,51,65,103

Balance adjusted against Retained Earnings (8,76,65,103)

(c) All assets and liabilities, have been recorded in the books of the Company at the values appearing in the books of MMCL as at the closing balance sheet as at 31st March, 2016.

(d) With effect from 1st April, 2016, all debts, liabilities, duties and obligations of MMCL as at the close of businesson the date preceding the aforesaid date, whether or not provided in the books of MMCL, and all liabilities which arise or accrue on or after 1st April, 2016 shall be deemed to be the debts, liabilities, duties and obligations of the Company.

(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant tothe Scheme, in the name of the Company, such asset and liabilities continue to be in the name of MMCL.


(v) Amalgamation of wholly-owned subsidiary companies, East View Estates Pvt. Ltd., First Rock Infrastructure Pvt. Ltd.and Miracletouch Developers Pvt. Ltd. with the Company:(a) A Scheme of Amalgamation ("the Scheme") of East View Estates Pvt. Ltd., First Rock Infrastructure Pvt. Ltd. and

Miracletouch Developers Pvt. Ltd. ("three subsidiaries") with the Company with effect from 1st April 2015,was sanctioned by the Hon'ble High Court of Judicature at Bombay (“the Court”) on 8th July, 2016 and certified copiesof the Order of the Court sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on 8th July,2016. Accordingly, the Scheme has been given effect to in the accounts for the year, and the entire undertaking of the erstwhile three subsidiaries stands transferred to and vested in the Company as a going concern and the threesubsidiaries, without any further act, stands dissolved without winding up. The three subsidiaries were mainly engagedin the business of land development.


Rupees

Value of Net Assets of the three subsidiaries taken over as

at 1st April, 2015 (See Notes below):

East View Estates

Pvt. Ltd.

First Rock

Infrastructure

Pvt. Ltd.

Miracletouch

Developers Pvt. Ltd.

Total

Fixed Assets (Freehold Land) 3,43,49,155 8,20,30,163 6,19,78,315 17,83,57,633

Long-term loans and advances 61,565 61,565

Cash and Cash equivalents 3,25,412 27,668 17,889 3,70,969

Short-term loans and advances 20,331 1,09,289 1,29,620

Total Assets (A) 3,47,36,132 8,20,78,162 6,21,05,493 17,89,19,787

Less: Liabilities:

Short-term borrowings 4,60,42,437 12,36,42,674 9,13,54,069 26,10,39,180

Trade Payables 8,764 132 8,896

Other Current Liabilities 11,236 11,368 22,604

Total Liabilities (B) 4,60,51,201 12,36,53,910 9,13,65,569 26,10,70,680

Total Value of Net Assets taken over *(A) – (B)+ (1,13,15,069) (4,15,75,748) (2,92,60,076) (8,21,50,893)

Less: Book Value of Investments written off (93,85,245) (6,94,07,440) (7,83,84,250) (15,71,76,935)

Balance adjusted against Capital Reserve (2,07,00,314) (11,09,83,188) (10,76,44,326) (23,93,27,828)

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Notes:(c) For recording Fixed Assets in the books of the Company at Fair Values:

Freehold Land has been recorded at the carrying value of Rs. 17.84 crore in the books of the three subsidiaries as at31st March, 2015.All assets and liabilities, other than the Fixed Assets items mentioned above, have been recorded in the books of theCompany at the values appearing in the books of the three subsidiaries as at the closing balance sheet as at31st March, 2015. Since these subsidiaries were 100% owned by the Company, there was no issue of shares,instead, the carrying values of these investments in the book of the Company have been adjusted (as shown above)against Capital Reserve.

(d) With effect from 1st April, 2015, all debts, liabilities, duties and obligations of the three subsidiaries as at the close of business on the date preceding the aforesaid date, whether or not provided in the books of the three subsidiaries, and all liabilities which arise or accrue on or after 1st April, 2015 shall be deemed to be the debts, liabilities, duties and obligations of the Company.

(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant to theScheme, in the name of the Company, such asset and liabilities continue to be in the name of the three subsidiaries.

51. MEMBERS' VOLUNTARY LIQUIDATION PROCEEDINGS OF GODREJ (MALAYSIA) SDN. BHD [G(M)]:During the financial year 2014-15, as part of the Members' Voluntary Liquidation proceedings of Godrej Malaysia (GM), 12,50,000 shares of Rs.10 each held by G(M) in Mercury Manufacturing Company Ltd. (MMCL) have been acquired by the Company as distribution in specie. Distribution of assets of G(M) back to the Company as a shareholder in MMCL, would be capital in nature and be a part of its entitlement as a shareholder. The transfer of the said shares of MMCL was registered on 18th March 2016. Pursuant to the said transfer, MMCL has become a wholly-owned subsidiary of the Company with effect from 18th March, 2016. The value of other net assets (residual bank balance) amounting to Rs. 0.75 crore was transferred to the Company on the completion of the liquidation proceedings in Malaysia. The balance amount of Rs. 0.07 crore was adjusted against Capital Reserve.

52. RELATED PARTY DISCLOSURES

(a) NAMES OF RELATED PARTIES AND NATURE OF RELATIONSHIPS:

(i) Subsidiaries (including step-down subsidiaries):A. Subsidiaries (with the Company's direct equity holdings in excess of 50%):

1. Godrej Infotech Ltd.2. Godrej Industries Ltd. (ceased to be a subsidiary with effect from 30th March, 2017)3. Godrej (Singapore) Pte. Ltd. (a wholly-owned subsidiary incorporated in Singapore)4. Veromatic International BV (a wholly-owned subsidiary incorporated in the Netherlands)5. Busbar Systems (India) Ltd (a wholly-owned subsidiary) (amalgamated with the Company with effect from 1st April, 2016.)6. Mercury Mfg. Co. Ltd. (a wholly-owned subsidiary) (amalgamated with the Company with effect from 1st April, 2016.)7. Godrej Americas Inc. (a wholly-owned subsidiary incorporated in the USA)8. India Circus Retail Pvt. Ltd. 9. Sheetak Inc. (incorporated in USA)

B. Jointly-held subsidiaries (where the Company and its subsidiary Godrej Industries Ltd together hold more thanone-half of the equity share capital):

1. Godrej Consumer Products Ltd. (GCPL) (ceased to be a subsidiary with effect from 30th March, 2017)2. Godrej One Premises Management Pvt. Limited (ceased to be a subsidiary with effect from 30th March, 2017)

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The following companies are step-down subsidiaries (where the Company's subsidiaries listed in A and B above,directly and/or indirectly through one or more subsidiaries, hold more than one-half of equity share capital):

(I) which remain subsidiaries as at 31.03.2017C. Subsidiaries of Godrej Infotech Ltd.:

1. Godrej Infotech Americas Inc. (a wholly-owned subsidiary incorporated in North Carolina, USA)2. Godrej Infotech (Singapore) Pte. Ltd. (a wholly-owned subsidiary incorporated in Singapore)3. LVD Godrej Infotech NV (incorporated in Belgium)

D. Subsidiaries of Godrej (Singapore) Pte. Ltd.:1. JT Dragon Pte. Ltd. (Incorporated in Singapore)2. Godrej (Vietnam) Co. Ltd. (Incorporated in Vietnam) (a wholly owned subsidiary of JT Dragon Pte. Ltd.)

E. Joint Ventures:1. Godrej Consoveyo Logistics Automation Ltd. (formerly Godrej Efacec Automation & Robotics Ltd.)

2. Godrej & Khimji (Middle East) LLC (incorporated in Sultanate of Oman) [a Joint Venture of Godrej (Singapore) Pte. Ltd.]3. Godrej UEP (Singapore) Pte. Ltd. (Joint venture between Godrej (Singapore) Pte. Ltd. and Urban Electric Power Inc.)

(II) which have ceased to be subsidiaries as at 31.03.2017F. Subsidiaries of Godrej Industries Ltd.: (ceased to be a subsidiary with effect from 30th March, 2017)

1. Godrej Agrovet Ltd. (GAVL)2. Godrej Properties Ltd. (GPL)3. Ensemble Holdings & Finance Ltd.4. Godrej International Ltd. (incorporated in the Isle of Man)5. Natures Basket Ltd. 6. Godrej International Trading & Investments Pte Ltd. (incorporated in Singapore) 7. Godrej International Ltd. (incorporated in Labuan, Malaysia)

G. Subsidiaries of GAVL: (ceased to be a subsidiary with effect from 27th March, 2017)1. Godvet Agrochem Ltd. 2. Astec LifeSciences Ltd. and its subsidiaries

i. Behram Chemicals Pvt. Limitedii. Astec Europe Sprliii. Comercializadora Agricola Agroastrachem Cia Ltda

3. Creamline Dairy Products Ltd. and its subsidiaryi. Nagavalli Milkline Pvt. Ltd.

4. Godrej Seeds and Genetics Ltd. (upto 18th March, 2017)H. Subsidiaries of GPL: (ceased to be a subsidiary with effect from 30th March, 2017; as GIL ceased to be a subsidiary on that date)

1. Godrej Fund Management Pte Ltd.2. Godrej Real Estate Pvt. Ltd.3. Godrej Buildcon Pvt. Ltd.4. Godrej Projects Development Pvt. Ltd. (GPDPL)5. City Star Infraprojects Ltd. (w.e.f. 12th January, 2017)6. Godrej Garden City Properties Pvt. Ltd.7. Godrej Real View Developers Pvt. Ltd. (w.e.f.1st September,2016 and upto 28th March, 2017)8. Godrej Green Homes Ltd.9. Godrej Home Developers Pvt. Ltd.10. Godrej Hillside Properties Pvt. Ltd.11. Godrej Prakriti Facilities Pvt. Limited ( a subsidiary of Happy Highrises Ltd.w.e.f 9th June, 2015)12. Godrej Investment Advisers Pvt. Limited ( a subsidiary w.e.f 29th October 2015)13. Godrej Highrises Properties Pvt. Limited ( a subsidiary w.e.f 26th June, 2015)14. Godrej Genesis Facilities Management Pvt. Limited ( a subsidiary of Happy Highrises Ltd w.e.f 19th February, 2016)15. Godrej Residency Private Limited (w.e.f. 16th March, 2017)16. Godrej Skyline Developers Private Limited (w.e.f. 22nd November, 2016)17. Godrej Vikhroli Properties India Limited (Godrej Vikhroli Properties LLP converted into a Public Limited Company)18. Prakritiplaza Facilities Management Private Limited (w.e.f. 28th July, 2016)19. Godrej Century LLP (w.e.f. 14th March, 2017)

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20. Godrej Green Properties LLP (w.e.f. 27th October, 2016)21. Godrej Highview LLP (w.e.f. 29th September, 2016)22. Godrej Projects (Bluejay) LLP (w.e.f. 2nd March, 2017)23. Godrej Projects (Pune) LLP (w.e.f. 5th February, 2017)24. Godrej Projects (Soma) LLP (w.e.f. 6th March, 2017)25. Godrej Skyview LLP (w.e.f. 19th October, 2016)26. Godrej Land Developers LLP27. Godrej Developers & Properties LLP28. Godrej Highrises Realty LLP29. Godrej Project Developers & Properties LLP30. Godrej Greenview Housing Pvt. Ltd . (upto 29th June, 2016)31. Wonder Projects Development Pvt. Ltd. (w.e.f. 18th September, 2016)32. Pearlite Real Properties Pvt. Ltd. (w.e.f. 2nd September, 2016 and upto 29th March, 2017)

I. Subsidiaries and Sub-subsidiaries of GCPL: (ceased to be a subsidiary with effect from 30th March, 2017)1. Godrej South Africa (Proprietary) Ltd. [formerly, Rapidol (Pty) Ltd.] (incorporated in South Africa)2. Godrej Netherlands BV (incorporated in the Netherlands)3. Godrej UK Ltd. (a subsidiary of Godrej Netherlands BV)4. Godrej Global Mid East FZE (incorporated in Sharjah, U.A.E.) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)5. Godrej Consumer Products Mauritius Ltd. ( Incorporated in Mauritius)6. Godrej Consumer Products Holding (Mauritius) Ltd. (incorporated in Mauritius)7. Godrej Household Products Lanka (Pvt.) Ltd. (incorporated in Sri Lanka)8. Godrej Household Products Bangladesh Pvt. Ltd. (incorporated in Bangladesh)9. Godrej Consumer Products Bangladesh Ltd. (incorporated in Bangladesh)10. Godrej Mauritius Africa Holdings Ltd. (incorporated in Mauritius)11. Godrej West Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)12. Godrej Consumer Products (UK) Ltd. (a subsidiary of Godrej UK Ltd.)13. Godrej Consumer Investments (Chile) Spa, (incorporated in Chile) (a subsidiary of Godrej Netherlands BV)14. Godrej Mideast Holdings Limited (Incorporated in Dubai) (a 100 % subsidiary of Godrej Indonesia IP Holdings Limited) (w.e.f. 28th July, 2015)15. Godrej Holdings (Chile) Limitada, (incorporated in Chile) (a subsidiary of Godrej Consumer Investments (Chile) Spa)16. Cosmetica Nacional, (incorporated in Chile) (a subsidiary of Godrej Holdings (Chile) Limitada)17. Plasticos Nacional, (incorporated in Chile) (a subsidiary of Cosmetica Nacional)18. Kinky Group (Proprietary) Ltd. (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)19. Godrej Nigeria Ltd. (incorporated in Nigeria) (a subsidiary of Godrej Consumer Products Mauritius Ltd.)20. Indovest Capital Ltd. (incorporated in Malaysia) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)21. Godrej Consumer Products Dutch Cooperatief UA, (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)22. Godrej Consumer Products (Netherlands) BV (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA)23. Godrej Consumer Holdings (Netherlands) BV (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA)24. PT Megasari Makmur (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)25. PT Intrasari Raya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)26. PT Ekamas Sarijaya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)27. PT Indomas Susemi Jaya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)28. PT Sarico Indah (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)29. Panamar Procuccioness S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)30. Argencos S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)

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31. Laboratoria Cuenca S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)32. Deciral S.A. (incorporated in Uruguay) (a subsidiary of Laboratoria Cuenca S.A.)33. Issue Group Brazil Ltd. (incorporated in Brazil) (a subsidiary of Godrej Netherlands Argentina BV)34. Consell S.A . (incorporated in Argentina) (a subsidiary of Laboratoria Cuenca S.A.)35. Subinite Pty Ltd. (incorporated in South Africa) (a subsidiary of Godrej West Africa Holdings Ltd.)36. Lorna Nigeria Ltd (incorporated in Nigeria) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)37. Weave IP Holding Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej West Africa Holdings Ltd.)38. Weave Trading Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)39. Hair Trading (Offshore) S. A. L. (incorporated in Lebanon) (a subsidiary of Weave Trading Mauritius Pvt Ltd.)40. Weave Mozambique Limitada (incorporated in Mozambique) (a subsidiary of Godrej West Africa Holdings Ltd.)41. Godrej East Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Ltd.)42. Style Industries Ltd. (incorporated in Kenya) (a subsidiary of DGH Phase Two Mauritius Pvt. Ltd.)43. DGH Phase Two Mauritius (incorporated in Mauritius) (a subsidiary Godrej East Africa Holdings Ltd.)44. Godrej Tanzania Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Ltd.)45. DGH Tanzania Ltd (incorporated in Tanzania) (a subsidiary of Godrej Tanzania Holdings Ltd.)46. Sigma Hair Ind Ltd. (incorporated in Tanzania) (a subsidiary of DGH Tanzania Ltd.)47. Weave Ghana Ltd. (incorporated in Ghana) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)48. Godrej Consumer Products US Holding Limited (Incorporated in Mauritius) (w.e.f. 29th March, 2016)49. Darling Trading Company Mauritius Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)50. Godrej Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)51. Godrej Indonesia IP Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)52. Frika Weave Pty Ltd. (incorporated in South Africa) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)53. Belaza Mozambiq LDA (w.e.f 30th April, 2015)54. Charm Industries Ltd. (w.e.f. 14th August, 2015)55. Canon Chemicals Ltd.56. Godrej Hair Weave Nigeria Ltd.57. Godrej International Trading Company (Sharjah)58. DGH Angola (name changed from Godrej Megasari Holdings)59. Godrej Hair Care Nigeria Limited (w.e.f 12th January, 2016)60. Godrej Household Insecticide Nigeria Ltd. (w.e.f 12th January, 2016)61. Hair Credentials Zambia Limited (w.e.f 23rd December 2015)62. Godrej SON Holdings Inc. (Incorporated in USA) (w.e.f. 24th March, 2016)63. Old Pro International Inc (USD)64. Strength of Nature LLC (USA)65. Strength of Nature South Africa Proprietary Limited66. Style Industries Uganda Limited67. Weave Senegal Ltd68. DGH Uganda69. Godrej Consumer Products International FZCO

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(ii) Associates over which the Company's Chairman and Managing Director is able to exercise significant influence: Nil

(iii) An investing Associate with a substantial interest in voting power:

1. Godrej Investments Private Ltd. (holds 26.15% of the equity share capital of the Company) (amalgamated with the

Company from the closing of business hours as on 29th March, 2017)

(iv) Other Associates:A. ASSOCIATES OF GODREJ AND BOYCE MFG. CO. LTD.:

1. Godrej & Boyce Enterprises LLP2. JNG Enterprise LLP3. RKN Enterprise LLP 4. ABG Venture LLP5. NBG Enterprise LLP6. SVC Enterprise LLP 7. Parazelsus Orient Ltd.8. Future Factory LLP9. Urban Electric Power Inc.10. Proboscis Inc., USA

B. ENTITIES WHICH HAVE CEASED TO BE ASSOCIATES AS AT 31-03-2017:1. Godrej Property Developers LLP2. Mosaic Landmarks LLP3. Dream World Landmarks LLP 4. Oxford Realty LLP5. Godrej SSPDL Green Acres LLP 6. M S Ramaiah Ventures LLP 7. Oasis Landmarks LLP 8. Godrej Housing Projects LLP 9. Godrej Construction Projects LLP 10. Amitis Developers LLP 11. Caroa Properties LLP 12. Crop Science Advisors LLP13. Anamudi Real Estates LLP14. AR Landcraft LLP 15. Bavdhan Rearlty @ Pune 21 LLP16. Personalitree Academy Ltd.17. Prakhyat Dewellers LLP18. Wonder Space Properties Private Limited19. Wonder City Buildcon Private Limited20. Godrej Home Constructions Private Limited21. Godrej Tyson Foods Limited (Joint Venture)22. ACI Godrej Agrovet Private Limited, Bangladesh (Joint Venture)23. Al Rahba International Trading LLC, UAE (Limited Liability Company in UAE)24. Bhabani Blunt Hairdressing Private Limited

(v) Key Managerial Personnel: (a) Whole-time Directors:

1. Mr. J. N. Godrej, Chairman & Managing Director2. Mr. V. M. Crishna, Executive Director (Lawkim Motors Group) 3. Mr. P. D. Lam, Executive Director4. Mr. K. A. Palia, Executive Director (Finance)5. Mr. A. G. Verma, Executive Director & President

125


(b) Others:1. Mr. P. E. Fouzdar, Executive Vice President and Company Secretary2. Mr. P. K. Gandhi, Chief Financial Officer

(vi) Key Management Personnel and relatives of such personnel:1. Mr. J. N. Godrej, Chairman and Managing Director2. Mrs. P. J. Godrej (spouse of Mr. J. N. Godrej)3. Mr. N. J. Godrej (son of Mr. J. N. Godrej)4. Ms. R. J. Godrej (daughter of Mr. J. N. Godrej)5. Mr. V. M. Crishna, Executive Director6. Mrs. S. G. Crishna (spouse of Mr. V. M. Crishna)7. Mrs. F. C. Bieri (daughter of Mr. V. M. Crishna)8. Mrs. N. Y. Holkar (daughter of Mr. V. M. Crishna)

(vii) Post Employment Benefit Trust with whom the Company has transactions:1. Godrej and Boyce Manufacturing Co. Ltd. Employees' Provident Fund2. Godrej and Boyce Manufacturing Co. Ltd. Employees' Gratuity Fund3. Godrej and Boyce Manufacturing Co. Ltd. Managerial Superannuation Fund

(b) PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES: (Rupees in crore)

Subsidiaries Associates Subsidiaries Associates

[Item (a)(i)] [Items (a)(ii),

(iii), (iv) and (v)]

[Item (a)(i)] [Items (a)(ii), (iii), (iv)

and (v)]

(i) Transactions carried out with the related parties,referred to in Items (a) above:(a) Purchase of Materials/Finished Goods/Services 46.44 11.03 86.72 5.03 (b) Purchase of Fixed Assets 1.64 - - - (c) Sales, Services Rendered and Other Income 45.86 38.52 83.27 24.84 (d) Dividends Received 68.38 - 136.56 7.48 (e) Common Expenses shared with Subsidiaries 3.20 - 3.27 - (f) Interest paid on Deposits taken - - - 7.31 (g) Dividends paid - - - 85.17 (h) Unsecured Deposits taken and repaid - - - 230.00 (i) Deposits received and repaid - - - - (j) Investments purchased 5.00 - 72.29 6.70 (k) Investments sold - - 79.06 - (l) Trade and other Receivables 1.25 11.13 27.81 257.83 (m) Trade and other Payables 9.11 0.02 7.65 0.46 (n) Loans to subsidiary companies - - 0.08 - (o) Deposits payable - - 0.69 109.36 (p) Bank Guarantees given against counter-guarantees

given by the Company, outstanding at year-end 12.44 - 10.35 - (q) Corporate Guarantees given to bankers, outstanding at year-end 68.13 35.61 70.03 -


126



(ii) Transactions carried out with Mr. J. N. Godrej, Chairman & Managing Director(a) Dividends paid 2.29 15.70 (b) Unsecured Deposits outstanding 15.00 15.00 (c) Interest paid on Deposits taken 1.37 0.37

(iii) Transactions carried out with Mr. V. M. Crishna, Executive Director:(a) Dividends paid * 0.00 0.01 (b) Unsecured Deposits outstanding 7.00 7.00 (c) Interest paid on Deposits taken 0.64 0.02

(iv) Remuneration paid/payable to Key Managerial Personnel:(a) Whole-time Directors 21.81 20.10 (b) Other Key Managerial Personnel 3.26 3.08

(v) Transactions carried out with the relatives of Whole-time Directors:(a) Mrs. P. J. Godrej:

Remuneration 0.27 0.27 Dividend paid 0.00 0.02

(b) Ms. R. J. Godrej (beneficiary of The Raika Godrej Family Trust):Dividend paid to Mr. J. N. Godrej and others as Trustees of The Raika Godrej Family Trust 1.25 7.88 Unsecured Deposits outstanding 14.00 -

(c) Mrs. S. G. Crishna:Remuneration 0.27 0.27 Dividend paid 2.47 16.96

(d) Mrs. F. C. Bieri:Dividend paid 1.17 7.26

(e) Ms. N. V. Crishna:Remuneration 1.86 1.39 Dividend paid 1.17 7.26

(f) Mr. N. J. Godrej: (ceased to be a director from 1st October, 2016)Dividend paid 1.15 7.88

(vi) Contribution to post-employment benefit plans:(a) Advance received and repaid to the Company by:

1. Godrej and Boyce Manufacturing Co. Ltd. Employees' Provident Fund 23.36 6.28 2. Godrej and Boyce Manufacturing Co. Ltd. Employees' Gratuity Fund 0.57 - 3. Godrej and Boyce Manufacturing Co. Ltd. Managerial Superannuation Fund 0.74 0.02

(b) Towards Employer's contribution:1. Godrej and Boyce Manufacturing Co. Ltd. Employees' Provident Fund 15.63 13.70 2. Godrej and Boyce Manufacturing Co. Ltd. Employees' Gratuity Fund 1.36 0.70 3. Godrej and Boyce Manufacturing Co. Ltd. Managerial Superannuation Fund 7.00 6.29

(c) Balance payable by the Company to:1. Godrej and Boyce Manufacturing Co. Ltd. Employees' Provident Fund 1.39 0.70 2. Godrej and Boyce Manufacturing Co. Ltd. Employees' Gratuity Fund 16.99 14.77 3. Godrej and Boyce Manufacturing Co. Ltd. Managerial Superannuation Fund 7.25 6.75

*(Amount less than Rs.50,000)

127


53. DISCLOSURE IN RESPECT OF JOINT VENTURESPursuant to the Indian Accounting Standard (Ind AS 28) – Investments in Associates and Joint Ventures, the disclosures relating to the Company’s Indian Joint Venture (JV) Godrej Consoveyo Logistics Automation Ltd., (formerly, Godrej Efacec Automation and Robotics Ltd.) are as follows:(a) The financial interest of the Company in the JV is by way of equity participation with Consoveyo S.A. (formerly, Efacec

Handling Solutions S.A.) in the ratio of 49:51(b) The aggregate amounts of assets, liabilities, income and expenses related to the Company’s share in the JV.


(i) Assets at close 34.22 32.69 (ii) Liabilities at close 23.88 24.00 (iii) Income 48.74 41.59 (iv) Expenses 46.26 38.47

(c) The JV does not have any contracts remaining to be executed on Capital Account or any contingent liabilities at close.

54. DISCLOSURE IN RESPECT OF LEASES(a) The Company’s significant leasing arrangements, where the Company is a lessee, are in respect of operating leases for

motor cars, laptop computers and premises (office, godown, show-room, retail store, residential, etc.) occupied by the Company. The aggregate lease rentals payable by the Company are charged to the Statement of Profit and Loss as Rent [Note 36(i)], Establishment and Other Expenses [Note 36(j)] and Motor Car and Lorry Expenses [Note 36(l)].The future minimum lease payments under non-cancellable operating leases in respect of premises, motor cars and laptop computers, due within a period of one year are estimated at Rs. 21.80 crore (as at 31-3-2016: Rs. 18.71 crore and as at 31-3-2015: Rs. 25.12 crore), those due later than one year but not later than five years at Rs. 22.04 crore(as at 31-3-2016: Rs. 24.35 crore and as at 31-3-2015: Rs. 61.38 crore), and those due later than five years atRs. 1.01 (as at 31-3-2016: Rs. 1.62 crore and as at 31-3-2015: Rs. 27.76 crore).

(b) Lease income from operating leases where the Company is a lessor, is recognised in the Statement of Profit and Loss. Initial direct costs incurred specifically to earn revenues from operating leases of fixed assets are charged to the Statement of Profit and Loss as incurred. These assets pertain to land, commercial/residential premises, forklifts and vending machines given on lease on varying tenure and other terms.In respect of assets given on operating leases, the gross book value and the accumulated depreciation at the end of the year,aggregate to Rs. 397.46 crore and Rs. 94.18 crore, respectively (as at 31-3-2016: Rs. 367.68 crore and Rs.74.40 crore, respectively as at 31-3-2015: Rs. 343.75 crore and Rs. 54.02 crore, respectively); and the depreciation charge for the year corresponding to the period of lease rentals, is estimated at Rs. 18.32 crore (for 2015-16: Rs. 16.00 crore and for 2014-15: Rs. 13.63 crore).

The future minimum lease rentals receivable under non-cancellable operating leases within a period of one year are estimated at Rs. 83.25 crore (as at 31-3-2016: Rs. 29.23 crore and as at 31-3-2015: Rs. 24.92 crore), those due later than one year but not later than five years at Rs. 72.54 crore (as at 31-3-2016: Rs. 66.37 crore and as at 31-3-2015: Rs. 94.60 crore), and those due later than five years at Rs. Nil (as at 31-3-2016: Rs. Nil and as at 31-3-2015: Rs. Nil).

55. DISCLOSURE IN RESPECT OF FRAUDDuring the year, the Company identified a fraud amounting to about Rs. 19 crore, committed by employees of a line of businessin collusion with third parties. The Company initiated an internal investigation in the matter. The Company has filed a criminal complaint with appropriate authorities against the individuals involved, and will pursue the matter further. The Company has taken appropriate measures and has further strengthened internal processes and controls to prevent such cases.

128


ENCLOSURE 1

Referred to in paragraph 1 of the

Directors' Report

CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31st March, 2017

129


VIJAY M. CRISHNA, Executive Director

GODREJ & BOYCE MANUFACTURING COMPANY LIMITEDEstablished 1897

(Incorporated with limited liability on 3rd March, 1932 under the Indian Companies Act, 1913)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31st MARCH, 2017

CORPORATE INFORMATION

Board of Directors

JAMSHYD N. GODREJ, Chairman & Managing Director

ADI B. GODREJ

NADIR B. GODREJ

Auditors

KAVAS N. PETIGARA

PRADIP P. SHAH

Ms. ANITA RAMACHANDRAN

PHIROZE D. LAM, Executive Director (upto 31st March, 2017)

KYAMAS A. PALIA, Executive Director (Finance) (upto 31st March, 2017)

ANIL G. VERMA, Executive Director & President

Ms. NYRIKA HOLKAR, Executive Director - Corporate Affairs (from 1st April, 2017)

KEKI M. ELAVIA

NAVROZE J. GODREJ (from 6th November, 2017)

Company Secretary Chief Financial Officer

PERCY E. FOUZDAR PURVEZ K. GANDHI

Registered Office and Head Office

KALYANIWALLA & MISTRY LLP

Chartered Accountants

Bankers

CENTRAL BANK OF INDIA ICICI BANK LTD.

UNION BANK OF INDIA AXIS BANK LTD.

STATE BANK OF INDIA HDFC BANK LTD.

CITIBANK N.A. KOTAK MAHINDRA BANK LTD.

EXPORT-IMPORT BANK OF INDIA

Pirojshanagar, Vikhroli, Mumbai 400 079

Telephone: (022) 6796 5656, 6796 5959; Fax: (022) 6796 1518

E-mail: [email protected] | Website: http://www.godrej.com

Corporate Identity Number (CIN)

U28993MH1932PLC001828

130


REPORT ON THE CONSOLIDATED IND AS FINANCIAL STATEMENTS

Management's Responsibility for the Consolidated Ind AS Financial Statements

Auditors' Responsibility

Opinion

Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF


We have audited the accompanying Consolidated Ind AS Financial Statements of GODREJ & BOYCE MANUFACTURING COMPANY

LIMITED (hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together

referred to as “the Group”) its associates and jointly controlled entities, comprising of the Consolidated Balance Sheet as at March 31,

2017, and the Consolidated Statement of Profit and Loss (including other comprehensive income), the Consolidated Statement of

Cash Flows and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting

policies and other explanatory information (hereinafter referred to as “the Consolidated Ind AS Financial Statements”).

The Holding Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the

Act”) with respect to the preparation of these Consolidated Ind AS Financial Statements that give a true and fair view of the

consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows

and consolidated changes in equity of the Group including its associate in accordance with the accounting principles generally

accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act, read with relevant rules

issued thereunder. The respective Board of Directors of the companies included in the Group and associate are responsible for

maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group

and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies;

making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate

internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,

relevant to the preparation and presentation of the Consolidated Ind AS financial statements that give a true and fair view and are

free from material misstatement, whether due to fraud or error.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be

included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the Consolidated Ind AS Financial Statements in accordance with the Standards on Auditing specified

under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit

to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS

Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material

misstatement of the consolidated Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the

auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated Ind AS Financial

Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also

includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by

the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial

statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports

referred to in sub-paragraph (a) to (b) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our

audit opinion on the consolidated Ind AS financial statements.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated Ind AS

Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity

with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (consolidated financial position)

of the Company as at March 31, 2017, and its profit (consolidated financial performance including other comprehensive income), its

consolidated cash flows and the consolidated changes in equity for the year ended on that date.

131


Emphasis of matter

a)

b)

c)

d)

Other mattersa)

b)

We did not audit the financial statements / financial information of seven subsidiaries, whose consolidated Ind AS financial

statements reflect total assets of Rs. 147.13 crore as at March 31, 2017, total revenues of Rs. 133.28 crore and net cash flows

amounting to Rs. 9.95 crore for the year ended on that date and for an associate whose share of profit is included amounting to

Rs. 0.37 crore, as considered in the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures

included in respect of these subsidiaries; and our report in terms of sub-sections (3) and (11) of section 143 of the Act, in so far as

it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.

We draw attention to the following matters in the Notes to the financial statements:

Refer note 38(b)(i) whereby the Holding Company has transferred 193,904,681 equity shares of face value of Re. 1/- each in

Godrej Industries Limited to Vora Soaps Limited without consideration. The transfer has been authorized by majority of the

Board of Directors and by the shareholders of the Holding Company. The carrying amount of the investments in the books of the

Company was Rs. 257.77 crore. Had the investment been not transferred the profit for the year would have been higher by

257.77 Crore and retained earnings would have been higher by the same amount.

Refer note 38(b)(ii) whereby the Holding Company has transferred 93,500,000 equity shares of face value of Re. 1/- each in

Godrej Consumer Products Limited to Godrej Seed and Genetics Limited without consideration. The transfer has been authorized

by majority of the Board of Directors and by the shareholders of the Holding Company. The carrying amount of the investments

in the books of the Holding Company was Rs. 223.48 Crore. Had the investment been not transferred the profit for the year

would have been higher by 223.48 Crore and retained earnings would have been higher by the same amount.

Refer note 1(I)(vi) whereby non-current investments in Subsidiaries, Associates and Joint Ventures are stated at cost (unless

otherwise stated) as per Ind AS 27; however, for any diminution other than temporary in the value of investments, the book

value is reduced to recognise the decline. In cases where these investments are carried at their book values, which are higher

than their fair values, the diminution in the value of such investments is considered to be of a temporary nature, in view of the

Company's long-term financial involvement in such investee companies. No provision is, therefore, considered necessary in the

accounts for diminution in the value of such investments.

Refer Note 52(i) to the consolidated Ind AS financial statements, during the year pursuant to the scheme of Amalgamation

approved by the Bombay High Court, Cartini India Ltd. was amalgamated with the Holding Company and was accounted for in

the books of account according to the pooling of interest method under Accounting Standard (AS) 14. The scheme of

amalgamation under Indian Accounting Standard (Ind AS) 103 is to be accounted for in the books of account at acquisition date

fair values. Had the business combination principles been applied and all the identified assets acquired and the liabilities

assumed were measured at their acquisition date fair values and the consideration transferred measured in accordance with this

Ind AS which generally requires acquisition date fair value, the Capital Reserve amounting to Rs. 18.78 Crore would have been

recorded in the books.

Our opinion is not modified in respect of these matters.

The consolidated Ind AS financial statements also include the Group’s share of net loss of Rs. 6.19 crore for the year ended March

31, 2017, as considered in the consolidated Ind AS financial statements, in respect of two associates and a subsidiary having

insignificant balances, whose financial statements have not been audited by us. These financial statements are unaudited and

have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to

the amounts and disclosures included in respect of this associate and our report in terms of sub-sections (3) and (11) of section

143 of the Act in so far as it relates to the aforesaid associate, is based solely on such unaudited financial statements. In our

opinion and according to the information and explanations given to us by the Management, these financial statements are not

material to the Group.

Our opinion on the consolidated Ind AS financial statements and our report on Other Legal and Regulatory Requirements below, is not

modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the

financial statements certified by the Management.

132


REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

a)

b)

c)

d)

e)

f)

g)

i)

ii)

iii)

iv)

For KALYANIWALLA & MISTRY LLPCHARTERED ACCOUNTANTSFirm Registration Number 104607W / W100166

ERMIN K. IRANI

PARTNER



Provisions have been made in the Consolidated Ind AS Financial Statements, as required under applicable laws or Accounting

Standards for material foreseeable losses, if any, on long term contracts, including derivative contracts.

As required by Section143(3) of the Act, we report, to the extent applicable, that:

We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary

for the purposes of our audit of the aforesaid consolidated financial statements.

In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial

statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the

Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Equity dealt with by this report are in

agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial

statements.

In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards (Ind AS)

prescribed under section 133 of the Act, read with relevant rules issued thereunder.On the basis of the written representations received from the Directors of the Holding Company as on March 31, 2017 and taken

on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary

companies, associate companies and its jointly controlled entity incorporated in India, none of the Directors of the Group

companies, its associate companies and jointly controlled entities incorporated in India, is disqualified as on March 31, 2017,

from being appointed as a Director in terms of Section 164 (2) of the Act.

With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating

effectiveness of such controls, refer to our separate report in “Annexure A”; andWith respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and

Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

The consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position

of the Group, its associates and jointly controlled entities - Refer Note 28(A)(1)(a) to (f) to the consolidated Ind AS financial

statements.

There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by

the Group companies, its associate companies or jointly controlled entities incorporated in India.

The requisite disclosures in the Consolidated Ind AS Financial Statements for holdings as well as dealings in Specified Bank

Notes during the period from November 8, 2016 to December 30, 2016, have been provided with respect to the Holding

Company and its subsidiary companies incorporated in India. However in respect of the Holding Company we are unable to

obtain sufficient and appropriate audit evidence to report on whether the disclosures are in accordance with books of

account maintained and as produced to us by the Management - Refer Note 42 to the consolidated Ind AS financial

statements.

133


Management’s Responsibility for Internal Financial Controls

Auditors’ Responsibility

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over

financial reporting and their operating effectiveness.

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT

Referred to in Para 2(f) ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditor’s Report to the members of

the Company on the Consolidated Ind AS Financial Statements for the year ended March 31, 2017.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of GODREJ & BOYCE MANUFACTURING COMPANY LIMITED

(hereinafter referred to as “the Holding Company”) and its subsidiary companies, its associate companies and jointly controlled

entities, incorporated in India, as of March 31, 2017, in conjunction with our audit of the Consolidated Ind AS Financial Statements of

the Company for the year ended on that date.

The respective Board of Directors of the Holding Company, its subsidiary companies, its associate companies and jointly controlled

entities, incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal

control over financial reporting criteria established by the Holding Company and its subsidiaries, its associate companies and jointly

controlled entities incorporated in India considering the essential components of internal control stated in the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants

of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that

were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective

company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness

of the accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013

(“the Act” or “the Companies Act”).

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Holding Company, its

subsidiaries, its associate companies and jointly controlled entities incorporated in India based on our audit. We conducted our audit

in accordance with the Guidance Note and the Standards on Auditing issued by ICAI and deemed to be prescribed under Section

143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those

Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and

if such controls operated effectively in all material respects.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over

financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the Consolidated Ind AS Financial Statements, whether due to fraud or error. We believe that the audit evidence we have obtained and the audit evidence obtained by other auditors in terms of their reports

referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal

financial controls system over financial reporting of the Holding Company, its subsidiaries, its associate companies and jointly

controlled entities incorporated in India.

134


Meaning of Internal Financial Controls over Financial Reporting

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

Other Matters

For KALYANIWALLA & MISTRY LLPCHARTERED ACCOUNTANTSFirm Registration No.: 104607W / W100166

ERMIN K. IRANIPARTNERMembership Number: 35646Mumbai, November 6, 2017.

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the

company are being made only in accordance with authorizations of management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's

assets that could have a material effect on the consolidated Ind AS financial statements.

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or

improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,

projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the

internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

In our opinion the Holding Company, its subsidiary companies and jointly controlled entities, incorporated in India has maintained, in

all respects, adequate internal financial controls system over financial reporting and such internal financial controls over financial

reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established

by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operatingeffectiveness of the internal financial controls

over financial reporting insofar as it relates to ten subsidiary companies, two associate companies and two jointly controlled

companies, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies

incorporated in India.

135


(Rupees in crore)Note As at As at As at

31-03-2017 31-03-2016 01-04-2015ASSETS(1) NON-CURRENT ASSETS

(a) Property, Plant and Equipment 2 A 1,880.86 4,615.96 3,108.56 (b) Capital Work-in-progress 2 A 411.32 636.38 1,075.75 (c) Investment Property 2 B 258.97 385.67 313.94 (d) Goodwill 66.90 5,312.85 5,197.87 (e) Other Intangible Assets 2 A 3.72 1,017.20 989.02 (f) Intangible Assets under Development 2 A 14.45 4.30 7.05 (g) Biological Assets other than bearer plants 2 C - 8.87 12.34 (h) Investments Accounted for using the Equity Method 3A 49.54 590.58 532.17 (i) Financial Assets

(i) Other Investments 3B 5,239.75 317.49 387.34 (ii) Trade Receivables 4 7.44 12.50 69.66 (iii) Loans 5 35.51 209.29 196.89 (iv) Other Financial Assets 6 2.56 17.26 16.64

(j) Deferred Tax Assets (Net) 7 15.41 553.91 496.57 (k) Other Non-current Assets 8 17.06 240.26 326.12

8,003.49 13,922.52 12,729.92 (2) CURRENT ASSETS

(a) Inventories 9 2,116.63 7,474.38 6,656.32 (b) Financial Assets

(i) Investments 10 11.27 584.31 774.23 (ii) Trade Receivables 11 2,019.76 3,423.79 2,812.73 (iii) Cash and Cash Equivalents 12 A 77.23 795.75 773.89 (iv) Bank Balances other than (iii) above 12 B 87.62 285.59 476.40 (v) Loans 13 90.45 804.70 649.95 (vi) Other Financial Assets 14 495.42 1,063.57 712.09

2,781.75 6,957.71 6,199.29 (c) Current Tax Assets (net) 59.00 182.19 98.47 (d) Other Current Assets 15 259.42 617.67 593.19

5,216.80 15,231.95 13,547.27 Total Assets 13,220.29 29,154.47 26,277.19


(a) Equity Share Capital 16 6.78 6.63 6.63 (b) Other Equity 17 7,785.47 4,232.06 5,054.12

Equity attributable to equity holders of the parent 7,792.25 4,238.69 5,060.75 (c) Non-controlling interests 7.19 4,939.88 3,573.32

Total Equity 7,799.44 9,178.57 8,634.07

LIABILITIES(2) NON-CURRENT LIABILITIES

(a) Financial Liabilities(i) Borrowings 18 1,134.72 5,156.67 4,022.60 (ii) Other Financial Liabilities 19 295.35 362.37 222.06

1,430.07 5,519.04 4,244.66 (b) Provisions 20 70.84 104.34 90.45 (c) Deferred Tax Liabilities (Net) 21 0.15 378.04 313.79 (d) Other Non-Current Liabilities 22 - 14.91 7.73

70.99 1,501.06 6,016.33 4,656.63 (3) CURRENT LIABILITIES

(a) Financial Liabilities(i) Borrowings 23 1,188.82 6,648.31 5,613.09 (ii) Trade Payables 24 1,116.83 2,993.01 2,803.51 (iii) Other Financial Liabilities 25 793.87 2,512.45 3,002.10

3,099.52 12,153.77 11,418.70 (b) Other Current Liabilities 26 788.46 1,639.38 1,418.98 (c) Provisions 27 31.81 125.25 102.66 (d) Current Tax Liabilities (Net) - 41.17 46.15

3,919.79 13,959.57 12,986.49 Total Equity and Liabilities 13,220.29 29,154.47 26,277.19

Statement of Significant Accounting Policies andNotes to the Financial Statements 1-61The accompanying notes are an integral part of the financial statements







Membership No.: 35646 Managing Director & President Officer (Corporate Affairs)


GODREJ & BOYCE MANUFACTURING COMPANY LIMITEDCONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2017

136


Note (Rupees in crore)Current Year Previous Year

I. REVENUE FROM OPERATIONS 29 28,028.73 25,527.90 II. OTHER INCOME 30 263.47 291.81

TOTAL INCOME 28,292.20 25,819.71

III. EXPENSES(1) Cost of Materials consumed 31 11,992.81 10,382.17 (2) Excise duty 1,132.88 1,058.00 (3) Purchases of Stock-in-Trade 32 3,209.81 3,003.15 (4) Changes in Inventories of Finished Goods, Work-in-Process and Stock-in-Trade 33 (310.08) (192.78) (5) Property Development and Construction Expenses 35 1,130.05 1,683.00 (6) Employee Benefits Expense 34 2,623.82 2,438.91 (7) Finance Costs 36 732.81 624.33 (8) Depreciation and Amortization Expense 469.29 379.76 (9) Other Expenses 37 5,146.59 4,718.77 (10) Less: Expenditure transferred to Capital Accounts (55.16) (41.40)

` TOTAL EXPENSES 26,072.82 24,053.91

IV. PROFIT BEFORE SHARE IN PROFIT OF EQUITY ACCOUNTED INVESTEES, EXCEPTIONAL ITEMS AND TAX 2,219.38 1,765.80

V. SHARE IN PROFIT OF EQUITY ACCOUNTED INVESTEES (NET OF INCOME TAX) (446.45) (612.15)

VI. EXCEPTIONAL ITEMS 38 822.92 (363.59)

VII. PROFIT BEFORE TAX 2,595.85 790.06

VIII. TAX EXPENSE(1) Current tax 662.42 498.98 (2) Prior years' tax adjustments (4.43) 0.87 (3) Deferred tax charge/(credit) (4.36) (44.21)

653.63 455.64 IX. PROFIT FOR THE YEAR 1,942.22 334.42

X. OTHER COMPREHENSIVE INCOME (OCI)(i) Items that will not be reclassified to Statement of Profit and Loss

(a) Remeasurement of defined employee benefit plans (29.95) (18.28) (b) Change in fair value of equity instruments through OCI (11.26) (2.78) (c) Tax on above items 11.77 5.25

(ii) Items that will be reclassified to Statement of Profit and Loss(a) Exchange differences in translating financial statements of foreign operations (111.89) (83.07) (b) Deferred gains/(losses) on cash flow hedges 19.47 - (c) Tax on above items (0.68) -

TOTAL OTHER COMPREHENSIVE INCOME / (LOSS) (122.54) (98.88) XI. TOTAL COMPREHENSIVE INCOME FOR THE YEAR 1,819.68 235.54

PROFIT FOR THE YEAR ATTRIBUTABLE TO:Owners of the Company 1,737.09 169.18 Non-controlling interest 205.13 165.23

OTHER COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO:Owners of the Company (121.80) (97.83) Non-controlling interest (0.74) (1.05)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO:Owners of the Company 1,615.29 71.35 Non-controlling interest 204.39 164.18

XII. EARNINGS PER EQUITY SHAREBasic and Diluted Earnings per Equity Share of Rs. 100 each 39 Rs. 25,604 Rs. 2,552

XIII. Statement of Significant Accounting Policies andNotes to the Financial Statements 1-61The accompanying notes are an integral part of the financial statements









CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2017


137


(a) Equity share capital For the year ended For the year ended Rupees in Crore31-03-2017 31-03-2016

Balance at the beginning of the year 6.63 6.63

Changes in equity share capital during the year 0.15 -

Balance at the end of the year 6.78 6.63

(b) Other equity

Total Other

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Balance as at 01/04/2015 0.15 1,518.24 447.01 3,031.78 22.23 12.67 - 81.39 (23.36) 3.84 6.30 33.18 (103.79) 22.86 (4.27) 5.89 3,573.32 - - - 8,627.44 -

Profit for the year - - - 169.18 - - - - - - - - - - - - - - - 169.18 Fair valuation of investments - Other comprehensive income for the year - - - - - - - - - - - - - - - - - (12.42) (2.78) (83.00) (98.20) Total comprehensive income for the year - - - 169.18 - - - - - - - - - - - - - (12.42) (2.78) (83.00) 70.98

Premium received on allotment of shares - 6.39 - - - - - - - - - - - - - - - - - - - 6.39 Exercise of Share options - - - - - - - - - - - (6.39) - - - - - - - - - (6.39) Deferred Employee Compensation Expense - - - - - - - - - - - 6.06 - - - - - - - - - 6.06 Cash dividends - - - (623.07) - - - - - - - - - - - - - - - - - (623.07) Dividend Distribution Tax (DDT) - - - (121.49) - - - - - - - - - - - - - - - - - (121.49) Dividend Distribution Tax (DDT) credit from subsidiaries - - - 9.75 - - - - - - - - - - - - - - - - - 9.75 Additions on account of acquisitions - - - - - - - - - - - - - - - - - - - - - Transfer (from) / to Debenture Redemption Reserve - - - 5.64 - (5.64) - - - - - - - - - - - - - - - - Transfer (from) / to Employee Stock Option Grant - 6.84 - - - - - - - (6.84) - - - - - - - - - - Transfer (from) / to General Reserve - - (2.52) 2.52 - - - - - - - - - - - - - - - - - - Amortisation of intangibles as per merger scheme - - (2.86) - - - - - - - - - - - - - - - - - - (2.86) Exercise of Stock Grant - - - - - - - - - - 13.05 - - - - - - - - - 13.05 Adjustment of Employee Compensation Expense - - - - - - - - - - - - - (11.35) - - - - - - - (11.35) ESOP shares subscribed - - - - - - - - - - - - 22.52 - - - - - - - - 22.52 Foreign Currency Monetary Item Translation - - - - - - (25.04) - - - - - - - - - - - - - - (25.04) Income Recognised on Deferral Government Grants - - - (0.36) - - - - - - - - - - - - - - - - (0.36) Adjustment for Put Option Liability - - - (32.21) - - - - - - - - - - - - - - - - - (32.21) Transfer (from)/to Special Reserve - - - (0.17) - - - - - 0.17 - - - - - - - - - - - - Additions during the year - 14.26 - - - - - - - - - - - - - - - - - - - 14.26

Adjustment on acquistion/ deletion and non-controlling

interest - 16.25 55.66 (223.15) 1.45 1.51 2.44 (6.63) - (1.73) - 11.80 - (3.15) 3.24 1,366.56 - - - - 1,224.26

- - Balance as at 31/03/2016 0.15 1,561.98 497.29 2,218.42 23.68 8.54 (22.60) 74.76 (23.36) 2.28 6.30 50.86 (81.27) 8.36 (1.03) 5.89 4,939.88 (12.42) (2.78) (83.00) 9,171.94

GODREJ & BOYCE MANUFACTURING COMPANY LIMITEDSTATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31st MARCH, 2017

Reserves & Surplus

Items of Other Comprehensive

Income

138


(b) Other equity (continued) Rupees in Crore

Total Other

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Profit for the year - - - 1,737.09 - - - - - - - - - - - - 205.13 - - 1,942.22 Other comprehensive income for the year - - - - - - - - - (17.66) (11.26) (111.89) 18.79 (122.02) Total comprehensive income for the year - - - 1,737.09 - - - - - - - - - - - - 205.13 (17.66) (11.26) (111.89) 18.79 1,820.20 Adjustments pursuant to business combinations - - 9.42 (107.38) - 1.55 0.00 3.60 - - - - - - - - - 164.17 - - 71.37 Transfer to/(from) Debenture Redemption Reserve - - (20.83) - 20.83 - - - - - - - - - - - - - - - - Transfer from Investment Subsidy Reserve - - 0.69 - - - - - - - - - - - - - - - - - 0.69 Interim Dividend - - (47.58) - - - - - - - - - - - - - - - - - (47.58) Dividend Distribution Tax (DDT) - - (9.62) - - - - - - - - - - - - - - - - - (9.62)

Adjustments on consolidation - (1.88) 22.03 833.39 - - 27.45 4.99 - - - - - - 1.40 - 7.19 - - - - 894.56 Adjustments on loss of control of subsidiaries (0.15) (1,540.00) 129.61 2,247.77 (23.68) (8.54) 32.35 (7.05) - (2.28) (6.30) (50.86) 81.27 (8.36) - (5.89) (5,145.01) 22.13 - 194.89 (18.79) (4,108.89)

- Balance as at 31/03/2017 - 20.10 658.35 6,851.95 - 20.83 38.75 72.70 (19.76) - - - - - 0.37 - 7.19 (7.95) 150.13 - - 7,792.66









Reserves & Surplus Items of Other Comprehensive Income

139



A. CASH FLOWS FROM OPERATING ACTIVITIES

PROFIT BEFORE TAXES 2,595.85 790.06

ADJUSTMENTS FOR:Depreciation and Amortization 469.29 379.76 Provisions for Doubtful Debts/Advances/Deposits 41.94 23.24 Bad Debts written off 31.44 30.68 Provision for Free Service under Product Warranties 8.72 5.70 Profit on Sale of Investments (Net) (155.19) (31.23) Profit on Sale of Fixed Assets (Net) (2.83) (6.65) Interest Income (162.09) (159.40) Dividend Income (0.53) (0.21) Interest and Finance Costs 976.51 1,022.40 Adjustments pursuant to business combinations and transfer of investments in subsidiaries to group companies 1,930.69 - Others (88.47) (94.10)

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 5,645.32 1,960.24 MOVEMENT IN CURRENT ASSETS AND LIABILITIES:

Inventories 5,357.75 (818.06) Trade and other Receivables 3,379.32 (1,071.39) Trade and other Payables (4,572.64) (43.27)

CASH GENERATED FROM/(USED IN) OPERATIONS 9,809.75 27.52 Direct Taxes paid (411.00) (537.43)

NET CASH FROM/(USED IN) OPERATING ACTIVITIES 9,398.75 (509.91)

B. CASH FLOWS FROM INVESTING ACTIVITIESFixed Assets acquired 3,462.47 (1,578.18) Proceeds from Sale of Fixed Assets 7.74 36.70 Sale /(Purchase) of Investments (3,350.99) 1,163.27 Net (Increase) / Decrease in bank deposits 197.97 190.81 Interest Income 162.09 159.40 Dividend Income 0.53 0.21

NET CASH FROM/(USED IN) INVESTING ACTIVITIES 479.81 (27.79)

C. CASH FLOWS FROM FINANCING ACTIVITIESIssue of Debentures (net of expenses) - 522.09 Working Capital Facilities from Banks (Net) (5,459.49) 1,035.22 Fresh Loans and Deposits taken (1,840.12) 4,530.41 Loans and Deposits repaid (2,263.76) (3,770.94) Interest and Finance Costs (976.51) (1,022.40) Dividend paid, including Dividend Distribution Tax (57.20) (734.81)

NET CASH USED IN FINANCING ACTIVITIES (10,597.08) 559.56

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (718.52) 21.86

Cash and Cash Equivalents at the beginning of the year 795.75 773.89 Cash and Cash Equivalents at the end of the year 77.23 795.75

Add: Other Bank Balances (not considered as cash and cash equivalents): Fixed Deposits with Banks 64.31 238.13 Other Bank Balances (including share in jointly controlled entities) 23.31 47.46

CLOSING CASH AND BANK BALANCES (NOTE 12) 164.85 1,081.34

D. COMPONENTS OF CASH AND CASH EQUIVALENTS AT THE END OF THE YEARCash in hand 6.54 12.64 Balances with Banks in Current Accounts 70.69 783.11

GODREJ & BOYCE MANUFACTURING COMPANY LIMITEDCONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31st MARCH, 2017

140


NOTES:1. The Statement of Cash Flow has been prepared under the "Indirect Method" as set out in the Indian Accounting Standard 7 (Ind AS-7)

on "Statement of Cash Flows," and presents cash flows by operating, investing and financing activities.2. Figures for the previous year have been regrouped/restated wherever necessary to conform to this year's classification.3. Figures in brackets are outflows/deductions.4. Cash and cash equivalents for the purposes of this Statement comprise of cash in hand, cash at bank and fixed deposits with

maturity of three months or less.5. For expenditure on CSR activities, please refer to Note 40.









141


1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

B. Basis of accounting

The consolidated financial statements have been prepared on accrual and going concern basis.The consolidated financial statements of the Company for the year ended 31st March, 2017 were approved for issue in accordance with the Resolution passed by the Board of Directors, at their meeting held on 6th November, 2017.

C. Operating CycleThe normal operating cycle in respect of operation relating to under construction real estate project depends on signing ofagreement, size of the project, phasing of the project, type of development, project complexities, approvals needed and realisation of project into cash and cash equivalents and range from 3 to 7 years. Accordingly, project related assets andliabilities have been classified into current and non-current based on operating cycle of respective projects. All other assetsand liabilities have been classified into current and non-current based on a period of twelve months.

D. Functional and presentation currency

E. Uses of Estimates and Judgements

(i)

These consolidated financial statements are presented in Indian rupees, which is the Company’s functional currency. All amounts

have been rounded to the nearest crore, unless otherwise indicated; a crore is equal to ten million.

The preparation of consolidated financial statements in accordance with Ind AS requires use of estimates and assumptions for

some items, which might have an effect on their recognition and measurement in the balance sheet and statement of profit and

loss. The actual amounts realised may differ from these estimates.

Estimates and assumptions are required in particular for:Determination of the estimated useful lives of tangible assets and the assessment as to which components of the cost

may be capitalized.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

A. General Information

Godrej & Boyce Manufacturing Company Limited (the Company) incorporated on 3rd March, 1932 is a major company of the

Godrej Group. The Company has diverse business divisions offering a wide range of consumer, office, and industrial products and

related services of the highest quality to customers in India and abroad. The Company is domiciled in India and has its registered

office is at, Pirojshanagar, Vikhroli, Mumbai 400 079.

These consolidated financial statements as at and for the year ended 31st March, 2017 have been prepared in accordance with

Indian Accounting standards (“Ind AS”) issued under the Companies (Indian Accounting Standards) Rules, 2015 as amended by

the Companies (Indian Accounting Standards) (Amendment) Rules, 2016.

For all periods up to and including the year ended 31st March 2016, the Company prepared its consolidated financial statements

in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph

7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). These consolidated financial statements are the Company’s first Ind AS

financial statements and are covered by Ind AS 101, First-time adoption of Indian Accounting Standards. The transition to Ind AS

has been carried out from the accounting principles generally accepted in India (“Indian GAAP”) which is considered as the

“Previous GAAP” for purposes of Ind AS 101. An explanation of how the transition to Ind AS has affected the Company’s equity

and its net profit is provided in Note 43.

Useful lives of tangible assets are based on the life prescribed in Schedule II of the Companies Act, 2013. In cases, where the

useful lives are different from that prescribed in Schedule II, they are based on technical advice, taking into account the

nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement,

anticipated technological changes, manufacturers’ warranties and maintenance support. Assumptions also need to be made,

when the Company assesses, whether an asset may be capitalised and which components of the cost of the asset may be

capitalised.

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(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments)Rules, 2017, notifying amendments to Ind AS 7, ' Statement of Cash Flows' and Ind AS 102, ' Share-based payment'. The amendments are applicable to the Company from 1st April, 2017. The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cashflows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the

A deferred tax asset is recognised for all the deductible temporary differences to the extent that it is probable that taxable

profit will be available against which the deductible temporary difference can be utilised. The management assumes that

taxable profits will be available while recognising deferred tax assets.Recognition and measurement of other provisions

The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of

resources, and on past experience and circumstances known at the balance sheet date. The actual outflow of resources at a

future date may therefore vary from the figure included in other provisions.

Discounting of long-term financial liabilities

If management's estimate of the useful life of the fixed asset is shorter than that envisaged in Schedule II, depreciation is

provided at a higher rate based on management’s estimate of the useful life. Accordingly, in respect of the commercial

construction projects, on some items of equipment at the project sites, depreciation is provided at a higher rate based on

useful life of the assets estimated at 5 years, compared to 15 years specified in Schedule II. In respect of additions

to/deductions from the assets, the depreciation on such assets is calculated on a pro rata basis from/upto the month of such

addition/deduction. Assets costing less than Rs. 5,000 are fully depreciated in the year of purchase/acquisition. Leasehold

Land and Buildings are amortised over the period of the lease. The cost of fixed assets not ready for their intended use at the

balance sheet date is disclosed under capital work-in-progress. Intangible assets comprising of Technical Know-how and

Trade Marks are amortised on straight-line basis at the rate of 16.67%; capitalised Computer Software costs relating to the

ERP system, are amortised on straight line basis at the rate of 20%.

Recognition and measurement of defined benefit obligations

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial

assumptions include discount rate, trends in salary escalation, vested future benefits and life expectancy. The discount rate

is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity

of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.

Recognition of deferred tax assets

Derivatives are carried at fair value. Derivatives includes Foreign Currency Forward Contracts and Interest Rate Swaps. Fair

valued of Foreign Currency Forward Contracts are determined using the fair value reports provided by the respective

merchant bankers. Fair value of Interest Rate Swaps are determined with respect to current market rate of interest.

F. Standards issued but not effective

All financial liabilities are required to be measured at fair value on initial recognition. In case of financial liabilities which are

required to subsequently be measured at amortised cost, interest is accrued using the effective interest method.

Determining whether an arrangement contains a lease

At inception of an arrangement, the Company determines whether the arrangement is or contains a lease. At inception or

on reassessment of an arrangement that contains a lease, the Company separates payments and other consideration

required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. If

the Company concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a

liability are recognised at an amount equal to the fair value of the underlying asset; subsequently, the liability is reduced as

payments are made and an imputed finance cost on the liability is recognised using the Company ’s incremental borrowing

rate. And in case of operating lease, all payments under the arrangement are treated as lease payments.

Rebates and sales incentives

Rebates are generally provided to distributors or customers as an incentive to sell the Company’s products. Rebates are

based on purchases made during the period by distributor / customer. The Company determines the estimates of rebate

accruals primarily based on the contracts entered into with their distributors / customers and the information received for

sales made by them.

Fair value of financial instruments

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balance sheet for liabilities arising from financing activities, to meet the disclosure requirement.The amendment to Ind AS 102 provides specific guidance to measurement of cash-settled awards, modification of cash-settled awards and awards that include a net settlement feature in respect of withholding taxes. It clarifiesthat the fair value of cash-settled awards is determined on the basis consistent with that used for equity-settledawards. The amendment clarifies that if the terms and conditions of a cash-settled share-based payment transactionsare modified with the result that it becomes an equity-settled share-based payment transaction, the transaction isaccounted for as such from the date of the modification. Further, the amendment requires the award that includea net settlement feature in respect of withholding taxes to be treated as equity-settled in its entirety. The cashpayment to the tax authority is treated as if it was a part of an equity settlement. The Company is currently evaluating the effect of the above amendments.

H. Basis of Consolidation(i) Subsidiaries

G. Measurement of fair values

The Company ’s accounting policies and disclosures require the measurement of fair values for financial instruments.

The Company has an established control framework with respect to the measurement of fair values. The management regularly

reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing

services, is used to measure fair values, then the management assesses the evidence obtained from the third parties to support

the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which such

valuations should be classified.

When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as

possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation

techniques as follows:

The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other

events in similar circumstances. The accounting policies adopted in the preparation of financial statements are consistent

with those of previous year. The financial statements of the Company and its subsidiaries have been combined on a line-by-

line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-

group balances, intra-group transactions and the unrealised profits/ losses, unless cost/revenue cannot be recovered.

The excess of cost to the Group of its investment in subsidiaries, on the acquisition dates over and above the Group’s share

of equity in the subsidiaries, is recognised as ‘Goodwill on Consolidation’ being an asset in the consolidated financial

statements. The said Goodwill is not amortised, however, it is tested for impairment at each Balance Sheet date and the

impairment loss, if any, is provided for. On the other hand, where the share of equity in subsidiaries as on the date of

investment is in excess of cost of investments of the Group, it is recognised as ‘Capital Reserve’ and shown under the head

‘Reserves and Surplus’ in the consolidated financial statements.

Non-controlling interests in the net assets of consolidated subsidiaries is identified and presented in the consolidated

Balance Sheet separately within equity.


Level 2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e.

as prices) or indirectly (i.e. derived from prices).


If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the

fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is

significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the

change has occurred.

Subsidiaries are all entities (including special purpose entities) that are controlled by the Company. Control exists when the

Group is exposed to, or has the ability to affect those returns through power over the entity. In assessing control, potential

voting rights are considered only if the rights are substantive. The financial statements of subsidiaries are included in these

consolidated financial statements from the date that control commences until the date that control ceases.

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(ii) Associates and jointly controlled entities (equity accounted investees)

(iii) Acquisition of non-controlling interests

(iv) Business Combination

Non-controlling interests in the net assets of consolidated subsidiaries consists of:(a) The amount of equity attributable to non-controlling interests at the date on which investment in a subsidiary is made;

and

(b) The non-controlling interests share of movements in equity since the date parent subsidiary relationship came into

existence.

Business combinations are accounted for using the acquisition accounting method as at the date of the acquisition, which is

the date at which control is transferred to the Group. The consideration transferred in the acquisition and the identifiable

assets acquired and liabilities assumed are recognised at fair values on their acquisition date. Goodwill is initially measured

at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling

interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. The Group

recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at

the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. Consideration transferred

does not include amounts related to settlement of pre-existing relationships. Such amounts are recognised in the Statement

of Profit and Loss.

The profit and other comprehensive income attributable to non-controlling interests of subsidiaries are shown separately in

the Statement of Profit and Loss and Statement of Changes in Equity.

Upon loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and the

other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in the

consolidated statement of Profit and Loss. If the Group retains any interest in the previous subsidiary, then such interest is

measured at fair value at the date that control is lost and the differential is recognized in Statement of profit or loss.

Subsequently, it is accounted for as an equity-accounted investee depending on the level of influence retained.

Associates are those entities over which the Group has significant influence. Significant influence is the power to participate

in the financial and operating policy decisions of the entities but is not control or joint control of those policies. Significant

influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity.

Joint arrangements are those arrangements over which the Group has joint control, established by contractual agreement

and requiring unanimous consent for strategic financial and operating decisions. Investments in associates and jointly

controlled entities are accounted for using the equity method (equity accounted investees) and are initially recognized at

cost. The carrying value of the Group’s investment includes goodwill identified on acquisition, net of any accumulated

impairment losses. The Group does not consolidate entities where the non-controlling interest (“NCI”) holders have certain

significant participating rights that provide for effective involvement in significant decisions in the ordinary course of

business of such entities. Investments in such entities are accounted by the equity method of accounting. When the Group’s

share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-

term investments) is reduced to zero and the recognition of further losses is discontinued except to the extent that the

Group has an obligation or has made payments on behalf of the investee. If the associate or joint venture subsequently

reports profits, the entity resumes recognizing its share of those profits only after its share of the profits equals the share of

losses not recognized.

After application of the equity method, the Group determines whether it is necessary to recognize an impairment loss on its

investment in its associate or joint venture. At each reporting date, the Group determines whether there is objective

evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the

amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying

value, and then recognizes the loss as ‘Share of profit of an associate and a joint venture’ in the statement of profit or loss.

Acquisition of some or all of the non-controlling interest (“NCI”) is accounted for as a transaction with equity holders in their

capacity as equity holders. Consequently, the difference arising between the fair value of the purchase consideration paid

and the carrying value of the NCI is recorded as an adjustment to retained earnings that is attributable to the parent

company. The associated cash flows are classified as financing activities. No goodwill is recognized as a result of such

transactions.

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i. Property, plant and equipment a. Recognition and measurement


c. DepreciationThe Company has followed the Straight Line method for charging depreciation on all items of Fixed Assets, at therates specified in Schedule II to the Act; these rates are considered as the minimum rates. If management's estimateof the useful life of the fixed asset is shorter than that envisaged in Schedule II, depreciation is provided at ahigher rate based on management’s estimate of the useful life. Accordingly, in respect of the commercial construction projects, on some items of equipment at the project sites, depreciation is provided at a higher ratebased on useful life of the assets estimated at 5 years, compared to 15 years specified in Schedule II.Moreover, in respect of special-purpose machinery used in the contract-manufacturing of precision components andsystems, depreciation is charged over the period of such manufacturing contracts. In respect of of additions to/deductions from the assets, the depreciation on such assets is calculated on a pro rata basisfrom/upto the month of such addition/deduction. Assets costing less than Rs. 5,000 are fully depreciated in theyear of purchase/acquisition. Leasehold Land and Buildings are amortised over the period of the lease. The costof fixed assets not ready for their intended use at the balance sheet date is disclosed under capital work-in-progress.

Transaction costs are expensed as incurred, other than those incurred in relation to the issue of debt or equity securities.

Any contingent consideration payable is measured at fair value at the acquisition date. Subsequent changes in the fair value

of contingent consideration are recognised in the Statement of Profit and Loss.

In accordance with Ind AS 101 provisions related to first time adoption, the Group has elected to apply Ind AS accounting for

business combinations prospectively from 1st April, 2015. As such, Previous GAAP balances relating to business

combinations entered into before that date, including goodwill, have been carried forward as at the date of transition to Ind

AS.

I. Significant accounting policies

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated

impairment losses.

The cost of an item of property, plant and equipment comprises:

Any transfer of such TDR’s / land from fixed asset to inventory is done at cost.

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the

expenditure will flow to the Company.

a) its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and

rebates.

b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of

operating in the manner intended by management.

Income and expenses related to the incidental operations, not necessary to bring the item to the location and condition

necessary for it to be capable of operating in the manner intended by management, are recognised in profit or loss.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as

separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

All property, plant and equipment received in exchange for non-monetary assets are measured at fair value unless the

exchange transaction lacks commercial substance or the fair value of neither the asset received nor the asset given up is

reliably measurable. Measurement of an exchange at fair value will result in the recognition of a gain or loss based on the

carrying amount of the asset surrendered. If a fair value can be determined reliably for either the asset received or the asset

given up, then the fair value of the asset given up should be used unless the fair value of the asset received is more clearly

evident. Accordingly, Transferable Development Rights (TDR’s) obtained by the Company in respect of its freehold lands

situated at Mumbai, are carried at fair value of land given up unless the fair value of TDR received is more clearly evident,

and are shown under Freehold Land. Any gain or loss arising from such exchange is immediately recognized in profit and

loss.

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Intangible assets comprising of Technical Know-how and Trade Marks are amortised on straight-line basis at the rate of 16.67%; capitalised Computer Software costs relating to the ERP system, are amortised on straight line basis at the rate of 20%.

ii. Investment properties

iii. Intangible assets and goodwilla. Recognition and measurement


c. AmortisationIntangible assets are amortised over their estimated useful life on straight line method.

iv. Biological assetsBiological assets are measured at fair value less costs to sell, with any change therein recognized in the consolidated statement of profit or loss.

v. Impairment of Non-Financial Assets

vi. Investment in Joint Ventures and AssociatesInvestments in associates and joint ventures are stated at cost (unless otherwise stated); however, for any diminution other than temporary in the value of investments, the book value is reducedto recognise the decline. In cases where these investments are carried at their book values, which are higher than their fair values, the diminution in the value of such investments is considered to be of a temporary nature, in view

a. The Company has elected to continue with the carrying value for all of its investment property as recognised in its Indian

GAAP financial statements as deemed cost at the transition date, viz., 1st April, 2015.

b. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition,

investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

c. The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the recognition

criteria are met. When significant parts of the investment property are required to be replaced at intervals, the Company

depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognized in


d. The Company follows the straight line method for charging depreciation on investment property over estimated useful

lives prescribed in Schedule II to the Companies Act, 2013.

Goodwill on business combinations is included in intangible assets. Goodwill is not amortized but it is tested for impairment

annually or more frequently if events or changes in circumstances indicate that it might be impaired. The recoverable

amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash

flows to their present value based on an appropriate discount factor.

When there is indication that an impairment loss recognized for an asset (other than a revalued asset) in earlier accounting

periods which no longer exists or may have decreased, such reversal of impairment loss is recognized in the Consolidated

Statement of Profit and Loss, to the extent the amount was previously charged to the Consolidated Statement of Profit and

Loss. In case of revalued assets, such reversal is not recognized.

e. Though the Company measures investment property using cost based measurement, the fair value of investment property

is disclosed in the notes.

f. Investment properties are derecognised either when they have been disposed of or when they are permanently

withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net

disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.

Intangible assets, including patents and trademarks, which are acquired by the Company and have finite useful lives are

measured at cost less accumulated amortisation and any accumulated impairment losses.

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to

which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in


The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment if any

indication of impairment exists.

If the carrying amount of the assets exceed the estimated recoverable amount, impairment is recognized for such excess

amount. The impairment loss is recognized as an expense in the Consolidated Statement of Profit and Loss, unless the asset

is carried at revalued amount, in which case any impairment loss of the revalued asset is treated as a revaluation decrease to

the extent a revaluation reserve is available for that asset.

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of the Company's long-term financial involvement in such investee companies. On disposal of investments in Associates and Jointly controlled entities, the difference between net disposal proceeds and the carrying amounts are recognized in the Statement of Profit and Loss.

vii. Financial Instruments

a. Financial assets(i) Classification:

(ii) Initial recognition and measurement:Equity investments

b. Financial liabilities(i) Classification

(ii) Initial recognition and measurement

(iii) Derecognition

(c) Derivative financial instruments

(d) Financial guarantee contracts

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity

instrument of another entity.

The Company shall classify financial assets as subsequently measured at amortised cost, fair value through other

comprehensive income or fair value through profit or loss on the basis of its business model for managing the

financial assets and the contractual cash flow characteristics of the financial asset.

(a) All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for

trading are classified as at FVTPL. For all other equity instruments, the Company classifies the same at FVOCI. The

classification is made on initial recognition and is irrevocable.

(b) All fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of

the amounts from OCI to profit and loss, even on sale of investment. However, the Company may transfer the

cumulative gain or loss within equity.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When

an existing financial liability is replaced by another from the same lender on substantially different terms, or the

terms of an existing liability are substantially modified, such an exchange or modification is treated as the

derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying

amounts is recognised in the statement of profit or loss.

The Company uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency

risks . Such derivative financial instruments are initially recognised at fair value on the date on which a derivative

contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets

when the fair value is positive and as financial liabilities when the fair value is negative.

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to

reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in

accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at

fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently,

the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements

of Ind-AS 109 and the amount recognised less cumulative amortisation.

(c) Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in

the profit and loss.

The Company classifies all financial liabilities as subsequently measured at amortised cost, except for financial

liabilities at fair value through profit or loss. Such liabilities, shall be subsequently measured at fair value.

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans

and borrowings, payables, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net

of directly attributable and incremental transaction cost.Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are

an integral part of the Effective Interest Rate (EIR). The EIR amortisation is included as finance costs in the statement

of profit and loss.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts,

financial guarantee contracts and derivative financial instruments.

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(e) Offsetting of financial instruments

(f) Share Capital

viii. InventoriesTrade Inventories:Raw Materials, Loose Tools, Stores, Spares, etc. are valued at lower of weighted average cost and estimated netrealisable value.Work-in-Process (other than Construction Projects) is valued at lower of estimated cost (consisting of directmaterial and direct labour costs plus appropriate factory overheads) and estimated net realisable value.Finished Goods are valued at lower of average cost and estimated net realisable value; cost includes purchase,conversion, appropriate factory overheads, any taxes or duties and other costs incurred for bringing theinventories to their present location and condition. Spares and Components for after-sales service are valued atlower of average cost and estimated net realisable value.Obsolete and damaged inventories, and other anticipated losses are adequately provided for, wherever considered necessary.Construction Projects:

ix. Cash and cash equivalents

x. Assets held for sale

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a

currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis,

to realise the assets and settle the liabilities simultaneously.

(i) Ordinary equity shares

Cash and cash equivalent in the balance sheet comprise cash on hand, bank balances and short-term deposits with an

original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term

deposits, as defined above.

Non-current assets or disposal groups comprising of assets and liabilities are classified as ‘held for sale’ when all of the

following criteria’s are met: (i) decision has been made to sell. (ii) the assets are available for immediate sale in its present

condition. (iii) the assets are being actively marketed and (iv) sale has been agreed or is expected to be concluded within 12

months of the Balance Sheet date.

Subsequently, such non-current assets and disposal groups classified as held for sale are measured at the lower of its

carrying value and fair value less costs to sell. Non-current assets held for sale are not depreciated or amortised.

Incremental costs directly attributable to the issue of ordinary equity shares, are recognized as a deduction from

equity.(ii) Treasury shares

The Group has created an Employee Stock Options Trust (ESOP) for providing share-based payment to its

employees. The Group uses ESOP as a vehicle for distributing shares to employees under the employee

remuneration schemes. The ESOP buys shares of the respective companies from the market, for giving shares to

employees. The Group treats ESOP as its extension and shares held by ESOP are treated as treasury shares.

Treasury shares are recognized at cost and deducted from equity. No gain or loss is recognized in profit or loss on

the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the

carrying amount and the consideration, if reissued, is recognized in capital reserve. Share options exercised

during the reporting period are deducted from treasury shares.

In respect of the commercial construction projects promoted / developed on the company’s land, construction work-in-

progress is valued at estimated cost consisting of the cost of land (forming part of the project), development, construction

and other related costs.

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xi. Grants and Subsidies

xii. Borrowing costs

xiii. Provisions, Contingent Liabilities and Contingent AssetsA provision is recognised only when there is a present obligation as a result of a past event that probably requiresan outflow of resources to settle the obligation and in respect of which a reliable estimate can be made. Provision isnot discounted to its present value and is determined based on the best estimate required to settle the obligation atthe balance sheet date. A disclosure for a contingent liability is made when there is a possible obligation or apresent obligation that may, but probably will not, require an outflow of resources. When there is a possibleobligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision ordisclosure is made.Provisions and Contingent Liabilities and Contingent Assets are reviewed at each balance sheet date. Contingent assets and the related income are recognized when it becomes reasonably certain that inflow of economic benefit will arise.

Commitments includes the amount of purchase order (net of advance) issued to parties for completion of assets.

xiv. Revenue Recognition(a) Sale of goods

(b) Lease Rentals:

(c) Revenue from construction contracts for industrial products / equipment.

Grants are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be

complied with.

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of

returns and allowances, trade discounts and volume rebates.

The Group has determined that the payments to the lessor are structured to increase in line with expected general

inflation to compensate for the lessor’s expected inflationary cost increases. Accordingly rental income arising from

operating leases on investment properties is accounted for on an accrual basis as per the terms of the lease contract

and is included in revenue in the statement of profit or loss due to its operating nature.

Industrial products/equipment are constructed based on specifically negotiated contracts with customers. Contract

revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive

payments, to the extent that it is probable that they will result in revenue and can be measured reliably.

If the outcome of a construction contract can be estimated reliably, then contract revenue is recognised in profit or

loss in proportion to the stage of completion of the contract. The stage of completion is based on percentage of

actual cost incurred up to the reporting date to the total estimated cost of the contract. Otherwise, contract revenue

is recognised only to the extent of contract costs incurred that are likely to be recoverable.

When the grant relates to an asset, the cost of the asset is shown at gross value and grant thereon is treated as a deferred

grant which is recognized as income in the statement of profit and loss over the period and in proportion in which

depreciation is charged.

Revenue grants are recognized in the statement of profit and loss in the same period as the related cost which they are

intended to compensate are accounted for.

Borrowing costs that are directly attributable to the acquisition or construction of an asset that necessarily takes a

substantial period of time to get ready for its intended use are capitalised as part of the cost of that asset till the date it is

ready for its intended use or sale. Other borrowing costs are recognised as an expense in the period in which they are

incurred.

A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the

contract and the expected net cost of continuing with the contract. Before a provision is established, the Company

recognises any impairment loss on the assets associated with that contract.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows

specific to the liability. The unwinding of the discount is recognised as finance cost.

The Company recognizes revenues on the sale of products, net of discounts, sales incentives and rebates granted.

Sales are recognised when significant risks and rewards of ownership in the goods are transferred to the buyer.

Revenues are recognized when collectability of the resulting receivable is reasonably assured.

150


(d) Revenue from rendering of services

(e) Sale from multiple element arrangement

(f) Revenue from Real Estate Transaction:

(g) Loyalty programme

(h) Other Operating Revenue and Other Income

Contract expenses are recognised as incurred unless they create an asset related to future contract activity. An

expected loss on a contract is recognised immediately in profit or loss.

Revenue from service transactions is recognised as per agreements/arrangements with the customer when the

related services are rendered/provided. If the services under a single arrangement are rendered in different

reporting periods, then the consideration is allocated on a relative fair value basis between the different services.

Sales is allocated between the loyalty programme and the other components of the transaction. The amount

allocated to the loyalty programme is deferred, and is recognised as revenue when the Company has fulfilled its

obligations to supply the discounted products under the terms of the programme or when it is no longer probable

that the points under the programme will be redeemed.

Income from processing operations is recognised on completion of production / dispatch of the goods, as per the

terms of contract.

Dividend income, including share of profit in LLP, is recognised when the right to receive the same is established , it is

probable that the economic benefits associated with the dividend will flow to the Group, and the amount of dividend

can be measured reliably.

For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate

(EIR), which is the rate that discounts the estimated future cash payments or receipts through the expected life of

the financial instruments or a shorter period, where appropriate, to the net carrying amount of the financial assets.

Interest income is included in other income in the Statement of Profit and Loss.

Sales of goods and services sometimes involve the provision of multiple elements. In these cases, the Company

determines whether the contract or arrangement contains more than one unit of accounting. If certain criteria are

met, foremost if the delivered element(s) has (have) value to the customer on a stand-alone basis, the arrangement

is separated and the appropriate revenue recognition convention is then applied to each separate unit of accounting.

Generally, the total arrangement consideration is allocated to the separate units of accounting based on their

relative fair values. If the criteria for the separation of units of accounting are not met, revenue is deferred until such

criteria are met or until the period in which the last undelivered element is delivered.

i. The “Percentage of Completion Method” of accounting is followed where revenue from sale of properties is

recognized in Statement of Profit & Loss in proportion to the actual cost incurred as against the total estimated cost

of projects under execution with the Company on transfer of significant risk and rewards to the buyer. Up to March

31, 2012 revenue was recognised only if the actual project cost incurred is 20% or more of the total estimated project

cost.

ii. Effective April 1, 2012, in accordance with the “Guidance Note on Accounting for Real Estate Transactions (Revised

2012)” (Guidance Note), all projects commencing on or after the said date or projects which have already

commenced, but where the revenue is recognised for the first time on or after the above date, Construction revenue

on such projects have been recognised on percentage of completion method provided the following thresholds have

been met: (a) All critical approvals necessary for the commencement have been obtained; (b) The expenditure

incurred on construction and development costs is not less than 25 percent of the total estimated construction and

development costs; (c) At least 25 percent of the saleable project area is secured by contracts or agreements with

buyers; and (d) At least 10 percent of the agreement value is realized at the reporting date in respect of such

contracts and it is reasonable to expect that the parties to such contracts will comply with the payment terms as

defined in the contracts.

iii. Effective April 1, 2016, construction revenue for all projects commencing on or after the said date or projects

which have already commenced, but where the revenue is recognised for the first time on or after the above date,

have been recognised in accordance with the “Guidance Note on Accounting for Real Estate Transactions (for entities

to whom Ind AS is applicable)”. Principle enunciated in said guidance note is substantially similar to the guidance

note on accounting for real estate transaction issued by the Institute of Chartered Accountants of India (ICAI) in

2012.

iv. Income from operation of commercial complexes is recognised over the tenure of the lease / service agreement.

151


xv. Employee benefits

a. Short term employee benefits (payable wholly within twelve months of rendering the service)

b. Defined contribution plans

The Company’s contributions paid/payable to Managerial Superannuation Fund, Employees’ State Insurance

Scheme, Employees’ Pension Schemes, 1995 and other funds, are determined under the relevant approved

schemes and/or statutes, and are recognised as expense in the Statement of Profit and Loss during the period

in which the employee renders the related service. There are no further obligations other than the

contributions payable to the approved trusts/appropriate authorities.

c. Defined benefit plans

However, the Rules of the Company's Provident Fund (PF) administered by an approved Trust, require that if the Board of Trustees is unable to pay interest at the rate declared for the Employees’ Provident Fund by the Government under para 60 of the Employees’ Provident Fund Scheme, 1952, for the reason that the return on investment is less or for any other reason, then the deficiency shall be made good by the Company.

d. Other long-term employee benefits

xvi. Share based payments

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount

expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of

past service provided by the employee and the obligation can be estimated reliably.

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

Under the equity settled share based payment, the fair value on the grant date of the awards given to employees is

recognised as ‘employee benefit expenses’ with a corresponding increase in equity over the vesting period. The fair

value of the options at the grant date is calculated based on Black Scholes model. At the end of each reporting

period, apart from the non market vesting condition, the expense is reviewed and adjusted to reflect changes to the

level of options expected to vest. When the options are exercised, the Group issues fresh equity shares.

When the terms of an equity-settled award are modified, an additional expense is recognised for any modification

that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee

as measured at the date of modification.

The Company’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating

the amount of future benefit that employees have earned in the current and prior periods, discounting that amount

and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit

credit method.

Re-measurement of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan

assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately

in OCI. Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate,

used to measure the net defined liability (asset), to the net defined liability (asset) at the start of the financial year

after taking into account any changes as a result of contribution and benefit payments during the year. Net interest

expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to

past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Company recognises

gains and losses on the settlement of a defined benefit plan when the settlement occurs.

The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that

employees have earned in return for their service in the current and prior periods. That benefit is discounted to

determine its present value. Re-measurement are recognised in profit or loss in the period in which they arise. Other

employee benefits include leave encashment/long-term compensated absences schemes.

Employees of the Group receive remuneration in the form of share based payments in consideration of the services

rendered.

152


xvii. Finance income and finance costs

The Company’s finance income and finance costs include, interest income, interest expense, dividend

income, the foreign currency gain or loss on financial assets and financial liabilities.

xviii. Foreign currency transactions

xix. Cash flow hedges that qualify for hedge accounting

xx. Income Taxes

a. Current tax

b. Deferred tax

Interest income or expense is recognised using the effective interest rate method. Dividend income is recognised in

consolidated statement of profit or loss on the date on which the Group’s right to receive payment is established.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange

rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are

translated into the functional currency at the exchange rate when the fair value was determined. Foreign currency

differences are generally recognised in the consolidated statement of profit or loss. Non-monetary items which are carried

in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the

transaction.

In case of foreign operations whose functional currency is different from the parent company’s functional currency, the

assets and liabilities of such foreign operations, including goodwill and fair value adjustments arising upon acquisition, are

translated to the reporting currency at exchange rates at the reporting date. The income and expenses of such foreign

operations are translated to the reporting currency at the average exchange rates prevailing during the year. Resulting

foreign currency differences are recognized in other comprehensive income/ (loss) and presented within equity as part of

FCTR. When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to the

Consolidated Statement of Profit and Loss.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is

recognized in the other comprehensive income in cash flow hedging reserve within equity, limited to the cumulative change

in fair value of hedged item on a present value basis from the inception of hedge. The gain or loss relating to the effective

portion is recognized immediately in the Consolidated Statement of Profit and Loss.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities

for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

(i) temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business

combination and that affects neither accounting nor taxable profit or loss;(ii) temporary differences related to investments in subsidiaries and associates to the extent that the Group is able to

control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the

foreseeable future; and

(iii) taxable temporary differences arising on the initial recognition of goodwill.Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to

the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax

assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the

related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits

improves.

Amounts accumulated in equity are reclassified to the Consolidated Statement of Profit and Loss in the periods when the

hedged item affects profit or loss.

Income tax expense comprises current and deferred tax. It is recognised in consolidated statement of profit or loss except to

the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any

adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or

substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

Current tax assets and liabilities are offset only if, the Company:(i) has a legally enforceable right to set off the recognised amounts; and(ii) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

153


Deferred tax assets and liabilities are offset only if:

Minimum Alternate Tax (MAT) Credit Entitlement is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period in which such credit can be carried forward for set-off. The carrying amount of MAT Credit Entitlement is reviewed at each balance sheet date.

xxi. Leases (where the Company is the lessor)

(a) Finance Lease

(b) Operating Leases

( c) Lease Assets

(d) Estate LeaseIn its Estate Leasing operations, the assets subject to operating leases are included in investment property. Lease income is recognised in the Consolidated Statement of Profit and Loss on a straight-line basis over the lease term. Costs, including depreciation, are recognized as an expense in the Consolidated Statement of Profit and Loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognised immediately in the Consolidated Statement of Profit and Loss.

xxii. Product warranty expense under service warranty obligation

Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that it has

become probable that future taxable profits will be available against which they can be used.

Agreements are classified as finance leases, if substantially all the risks and rewards incidental to ownership of the leased

asset is transferred to the lessee.

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of

the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant

periodic rate of interest on the remaining balance of the liability.

Leases of assets under which all the risks and rewards of ownership are effectively retained by the lessor are classified as

operating leases. Lease payments under operating leases are recognized as an expense on a straight line basis over the lease

term, unless such payments are structured to increase in line with expected general inflation to compensate for the lessor’s

expected inflationary cost increase.

Assets held by the Group under leases that transfer to the Group substantially all of the risks and rewards of ownership are

classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and

the present value of the minimum lease payments. Subsequent to initial recognition, the assets are accounted for in

accordance with the accounting policy applicable to that asset.

Assets held under other leases are classified as operating leases and are not recognised in the Group’s statement of financial

position.

In respect of products sold by the Company, which carry a specified warranty, future costs that will be incurred by the

Company in carrying out its contractual warranty obligations are estimated and accounted for on accrual basis.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they

reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the

Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and

b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on

the same taxable entity.

Deferred tax asset / liabilities in respect of on temporary differences which originate and reverse during the tax holiday

period are not recognised. Deferred tax assets / liabilities in respect of temporary differences that originate during the tax

holiday period but reverse after the tax holiday period are recognised. Deferred tax assets on unabsorbed tax losses and tax

depreciation are recognised only to the extent that there is virtual certainty supported by convincing evidence of their

realisation and on other items when there is reasonable certainty of realisation. The tax effect is calculated on the

accumulated timing differences at the year-end based on the tax rates and laws enacted or substantially enacted on the

balance sheet date.

In determining whether an arrangement is, or contains a lease is based on the substance of the arrangement at the

inception of the lease. The arrangement is, or contains, a lease date if fulfillment of the arrangement is dependent on the

use of a specific asset or assets and the arrangement conveys a right to use the asset, even if that right is not explicitly

specified in the arrangement.

154


xxiii. Research And Development Expenses:Revenue expenditure pertaining to research and development is charged to Consolidated Statement of Profit and Loss under the natural head of expense. Capital expenditure on research and development is shown as addition to Property, Plant and Equipment (PPE) and depreciation is provided on such PPE as applicable.

xxiv. Earnings per shareBasic and diluted earnings per share is computed by dividing the profit/(loss) after tax by the weighted average number of equity shares outstanding during the year.

xxv. Segment ReportingOperating segments are reported in a manner consistent with the internal reporting provided to the Chief OperatingDecision Maker.

(i) Exemptions from retrospective application:

(a)

(b)

(c)

(d)

(e)

– equity as at 1st April, 2015;– equity as at 31st March, 2016;– total comprehensive income for the year ended 31st March, 2016; and– explanation of material adjustments to cash flow statements.

In preparing these consolidated financial statements, the Company has availed itself of certain exemptions and exceptions in

accordance with Ind AS 101 as explained below:

Property, plant and equipment, investment property and intangibles exemption: The Company has elected to apply the

exemption available under Ind AS 101 to continue the carrying value for all of its property, plant and equipment, investment

properties and intangibles as recognised in the consolidated financial statements as at the date of transition to Ind ASs,

measured as per the previous GAAP and use that as its deemed cost as at the date of transition (1st April, 2015).

Derecognition of financial assets and financial liabilities: The Company has opted to apply the exemption available under Ind

AS 101 to apply the derecognition criteria of Ind AS 109 prospectively for the transactions occurring on or after the date of


Business Combination exemption: The Group has applied the exemption as provided in Ind AS 101, on non-application of Ind

AS 103, "Business Combinations" to business combinations consummated prior to the date of transition (1st April, 2015).

Pursuant to this exemption, goodwill arising from business combination has been stated at the carrying amount under

Previous GAAP.

Share based payment exemption: The Group has elected to apply the share based payment exemption available under Ind

AS 101 on application of Ind AS 102, "Share based payment" to grants which remain unvested on 1st April, 2015.

J. Transition to Ind AS reporting

As stated in Note B, the Group's consolidated financial statements for the year ended 31st March, 2017 are the first annual

financial statements prepared in compliance with Ind AS.

The adoption of Ind AS was carried out in accordance with Ind AS 101, using 1st April, 2015 as the transition date. Ind AS 101

requires that all Ind AS standards that are effective for the first Ind AS Financial Statements for the year ended 31st March, 2017,

be applied consistently and retrospectively for all fiscal years presented.

All applicable Ind AS have been applied consistently and retrospectively wherever required. The resulting difference between the

carrying amounts of the assets and liabilities in the consolidated financial statements under both Ind AS and Previous GAAP as of

the Transition Date have been recognized directly in equity at the Transition Date.

The following requirement of Ind AS 110, are applied prospectively from the date of transition to Ind AS (provided that Ind

AS 103 is not applied retrospectively to past business combinations):

- To attribute total comprehensive to non-controlling interests irrespective of whether this results in a deficit balance.

- To treat changes in the parent ownership interest as equity transactions. - To apply Ind AS 110 to loss of control of a subsidiary

(ii) Reconciliations: The following reconciliations provide a quantification of the effect of significant differences arising from the

transition from Previous GAAP to Ind AS in accordance with Ind AS 101:

155


2A. PROPERTY, PLANT AND EQUIPMENT(Rupees in crore)

Particulars

Free

ho

ld L

and

Leas

eho

ld L

and

Free

ho

ld B

uild

ings

Leas

eho

ld B

uild

ings

& Im

pro

vem

ents

Pla

nt

& E

qu

ipm

ent

Veh

icle

s/

Ves

sels

Furn

itu

re &

Fix

ture

s

Off

ice

Equ

ipm

ent

Res

earc

h C

entr

e

Live

Bio

logi

cal A

sset

s

Tree

Dev

elo

pm

ent

Co

st

Total

COST OF ASSETS

Gross Block as at 1/4/2016 622.60 151.80 1,611.14 173.27 1,965.37 102.65 107.39 145.26 0.42 0.46 0.80 4,881.16

Adjustments pursuant to loss of

control of subsidiaries (336.65) (105.34) (1,159.96) (147.42) (1,288.40) (87.82) (64.84) (97.72) (0.42) (0.46) (0.80) (3,289.83)

Additions 14.75 43.03 259.34 2.70 215.21 0.69 8.84 10.86 - - - 555.41

Deductions - - (4.54) - (4.57) (0.30) (0.22) (0.70) - - - (10.34)

Other Adjustments - - - (0.05) (0.18) (0.01) (0.02) 0.00 - - - (0.26)

Gross Block as at 31/3/2017 300.70 89.49 705.98 28.50 887.43 15.21 51.15 57.70 - - - 2,136.15

DEPRECIATION

Total Depreciation upto

31/3/2016 - 1.73 44.36 11.88 151.62 14.55 8.91 31.71 0.01 0.03 0.40 265.21


control of subsidiaries - (1.15) (31.81) (8.18) (93.01) (14.85) (6.69) (22.16) (0.01) (0.03) (0.40) (178.29)

Depreciation for the year - 0.90 18.47 2.95 126.00 1.35 9.32 12.12 - - - 171.11

Depreciation on Deductions - - 0.19 - (2.05) (0.27) (0.07) (0.32) - - - (2.52)

Other Adjustments - - - (0.04) (0.13) 0.00 (0.02) (0.00) - - - (0.19)


31/3/2017 - 1.48 31.21 6.61 182.42 0.78 11.45 21.34 - - - 255.29

Depreciation pursuant to loss of

control of subsidiaries 8.10 40.09 4.89 125.14 18.31 10.60 29.43 0.10 0.05 0.40 237.11

NET BOOK VALUE

Net Block as at 31/3/2017 300.70 88.01 674.77 21.89 705.00 14.43 39.70 36.36 - - - 1,880.86

Capital Work-in-progress #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF!

Total as at 31/3/2017 300.70 88.01 674.77 21.89 705.00 14.43 39.70 36.36 - - 1,880.86


Particulars

Go

od

will

Lan

d U

se R

igh

ts

Co

mp

ute

r

Soft

war

e

Tec

hn

ical

Kn

ow

-ho

w

Tra

dem

arks

Bra

nd

Bu

ildin

g

Pro

du

ct

Reg

istr

atio

n

Total

COST OF ASSETS

Gross Block as at 1/4/2016 12.60 1.33 78.39 4.51 923.42 38.22 2.71 1,048.58


control of subsidiaries (12.60) - (71.60) (1.85) (923.28) (38.22) (2.71) - (1,037.66)

Additions - - 0.15 - - - - 0.15

Deductions - - 0.02 - - - - 0.02

Other Adjustments - - - - - - - -

Gross Block as at 31/3/2017 - 1.33 6.94 2.67 0.14 - - 11.08

AMORTIZATION

Total upto 31/3/2016 2.39 0.04 13.06 2.42 14.71 - 1.15 31.39


control of subsidiaries (2.39) - (10.89) (0.26) (14.66) - (1.15) - (26.96)

Charge for the year - 0.04 2.41 0.43 0.04 - - 2.93

Deductions during the year - - 0.01 0.00 - - - 0.01

Other Adjustments - - - - - - - -

Total Amortization

upto 31/3/2017 (0.00) 0.08 4.59 2.60 0.09 - - 7.36

Depreciation pursuant to loss of

control of subsidiaries 12.78 1.45 31.14 45.37

Net Block as at 31/3/2017 0.00 1.25 2.35 0.07 0.05 - - 3.72

Tangible Assets

156


2A. PROPERTY, PLANT AND EQUIPMENT

(Rupees in crore)

Particulars

Free

ho

ld L

and

Leas

eho

ld L

and

Free

ho

ld

Bu

ildin

gs

Leas

eho

ld

Bu

ildin

gs &

Imp

rove

men

ts

Pla

nt

&

Equ

ipm

ent

Veh

icle

s/

Ves

sels

Furn

itu

re &

Fixt

ure

s

Off

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Equ

ipm

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Res

ear

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Ass

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To

tal

COST OF ASSETS

Deemed Cost as at 1/4/2015 319.89 96.59 868.84 48.70 1,551.80 75.30 65.41 80.41 0.38 0.44 0.80 3,108.56

Additions 56.89 52.98 666.86 125.88 422.18 31.30 58.30 75.33 0.15 0.12 - 1,489.99

Acquistion through business

combination 250.21 2.50 61.74 - 72.25 2.90 1.39 1.94 - - - 392.93

Deductions (0.56) - 13.09 (1.10) (74.34) (6.52) (15.48) (10.33) (0.11) (0.10) - (95.45)

Other Adjustments (3.83) (0.27) 0.61 (0.21) (6.52) (0.33) (2.23) (2.09) - - - (14.87)

Gross Block as at 31/3/2016 622.60 151.80 1,611.14 173.27 1,965.37 102.65 107.39 145.26 0.42 0.46 0.80 4,881.16

DEPRECIATION


1/4/2015 - - - - - - - - - - - -

Depreciation for the year - 1.74 44.61 12.13 208.03 16.40 17.22 34.57 0.01 0.04 0.40 335.15

Depreciation on Deductions - - (0.20) (0.08) (54.44) (1.82) (7.00) (1.86) - (0.01) - (65.40)

Other Adjustments - (0.01) (0.05) (0.17) (1.97) (0.03) (1.31) (1.00) - - - (4.54)


31/3/2016 - 1.73 44.36 11.88 151.62 14.55 8.91 31.71 0.01 0.03 0.40 265.20

NET BOOK VALUE

Net Block as at 31/3/2016 622.60 150.07 1,566.78 161.39 1,813.75 88.10 98.48 113.55 0.41 0.43 0.40 4,615.96


Particulars

Go

od

will

Lan

d U

se

Rig

hts

Co

mp

ute

r

Soft

war

e

Tech

nic

al

Kn

ow

-ho

w

Trad

emar

ks

Bra

nd

Bu

ildin

g

Pro

du

ct

Reg

istr

atio

n

To

tal

COST OF ASSETS

Gross Block as at 1/4/2015 12.60 1.33 56.49 4.89 926.31 - - 989.02

Additions - - 25.21 - 0.32 - 0.26 25.79

Acquistion through business

combination - - 1.61 - - 38.22 2.45 42.28

Deductions - - (2.86) (0.04) (1.54) - - (4.44)

Other Adjustments - - (2.06) (0.34) (1.67) - - (4.07)

Gross Block as at 31/3/2016 12.60 1.33 78.39 4.51 923.42 38.22 2.71 1,048.58

AMORTIZATION

Total upto 31/3/2015 - - - - - - -

Charge for the year 2.47 0.04 16.16 2.47 17.70 - 1.15 37.52

Deductions during the year - - (1.94) - (1.53) - - (3.47)

Other Adjustments (0.08) - (1.16) (0.05) (1.46) - - (2.67)

Total Amortization upto 31/3/2016 2.39 0.04 13.06 2.42 14.71 - 1.15 31.38

Net Block as at 31/3/2016 10.21 1.29 65.33 2.09 908.71 38.22 1.56 1,017.20

As per Indian GAAP

Tangible Assets

Free

ho

ld L

and

Leas

eho

ld L

and

Free

ho

ld

Bu

ildin

gs

Leas

eho

ld

Bu

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Imp

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men

ts

Pla

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&

Equ

ipm

ent

Veh

icle

s/V

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ls

Furn

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Equ

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tal

Deemed Cost as on 1/4/2015:

Gross Block as at 1/4/2015 319.89 102.24 1,108.76 64.83 3,036.26 129.32 144.24 193.20 0.84 0.46 4.14 5,104.18

Depreciation upto 1/4/2015 - 5.65 239.92 16.13 1,484.46 54.02 78.83 112.79 0.46 0.02 3.34 1,995.62

Net Block as at 1/4/2015 319.89 96.59 868.84 48.70 1,551.80 75.30 65.41 80.41 0.38 0.44 0.80 3,108.56

Intangible Assets

Lan

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Rig

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Co

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Soft

war

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Tech

nic

al

Kn

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-ho

w

Trad

emar

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Bra

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Bu

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Deemed Cost as on 1/4/2015:

Gross Block as at 1/4/2015 2.52 115.90 18.29 1,277.03 - - 1,413.74

Depreciation upto 1/4/2015 1.19 59.41 13.40 350.72 - - 424.72

Net Block as at 1/4/2015 1.33 56.49 4.89 926.31 - - 989.02

Tangible Assets

157


2.B. INVESTMENT PROPERTY (Rupees in crore)

COST OF ASSETS Deemed Cost as at 1/4/2015 313.94

Additions 86.65

Deductions -

Adjustments on consolidation (4.30)

Gross Block as at 31/3/2016 396.29 Adjustments pursuant to loss of control of subsidiaries (120.70)

Additions -

Deductions (1.51)

Gross Block as at 31/3/2017 274.08

ACCUMULATED DEPRECIATION Depreciation for the year 10.62

Depreciation on Deductions -

Adjustments on consolidation -

Total Depreciation upto 31/3/2016 10.62 Adjustments pursuant to loss of control of subsidiaries (2.01)

Depreciation for the year 7.08

Depreciation on Deductions (0.58)

Total Depreciation upto 31/3/2017 15.11 Depreciation pursuant to loss of control of subsidiaries 2.15

NET BOOK VALUE Net Block as at 31/3/2016 385.67

Net Block as at 31/3/2017 258.97

Deemed Cost as at 1/4/2015 Gross Block as at 1/4/2015 348.07

Accumulated Depreciation upto 1/4/2015 34.13 Net Block treated as Deemed Cost upon transition 313.94

Note: The Group has availed the deemed cost exemption in relation to the investment property on the date of transition and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer notes above for the gross block value and the accumulated depreciation on 1st April, 2015 under the previous GAAP.

(Rupees in crore)2016-17 2015-16

Rental Income derived from investment properties 217.09 246.47 Direct operating expenses (including repairs and maintenance) generating rental income 43.41 48.83 Profit arising from investment properties 173.68 197.64

As at 31st March, 2017 and 31st March, 2016, the fair values of the properties are Rs. 1,971 crore.These valuations are based on discounted cash flow method

Reconciliation of fair value:Opening balance as at 01/04/2015 2,113.52 Fair value differences (1.73) Purchases 81.59 Opening balance as at 01/04/2016 2,193.38 Fair value differences - Purchases - Less: Reduction on loss of control of a subsidiary (222.38) Closing balance as at 31/03/2017 1,971.00

158


The Company has applied the method of Discounted Cash Flow projections based on reliable estimates of future cash flows.Description of valuation technique and key inputs to valuation on investment properties:Valuation technique Range (weighted average)Discounted Cash Flow Rent growth p.a. 5%

Long term vacancy rate 0%Discount rate 15%

2.C. BIOLOGICAL ASSETS OTHER THAN BEARER PLANTS1 Reconciliation of carrying amount (Rupees in crore)

Particulars Total

Quantity (Nos.) Amount Quantity (Nos.) Amount

Balance as at 01/04/2015 3,25,469 1.81 12,94,667 10.53 12.34

Add : Purchases 14,013 0.25 4,92,200 1.78 2.03

Add : Production/ Cost of Development 4,88,736 0.77 - 1.20 1.97

Less :Sales/ Disposals (8,28,218) (3.01) (5,81,409) (4.53) (7.54)

Change in fair value less cost to sell: 0.18 (0.11) 0.07

Realised 0.18 (0.24) (0.06)

Unrealised - 0.13 0.13 Balance as at 31/03/2016 - - 12,05,458 8.87 8.87

2 Measurement of Fair valuei. Fair Value hierarchy

ii. Level 3 Fair valuesThe following table shows a break down of the total gains (losses) recognised in respect of Level 3 fair values-

(Rupees in crore)

Particulars 31-03-2016

Gain/(loss) included in 'other operating revenue' 0.07 Change in fair value (realised) (0.06) Change in fair value (unrealised) 0.13

Significant unobservable inputs

Poultry Oil palm saplings

A Sub-Subsidiary Company has trading operations in oil palm plantations whereby the group purchases the saplings and sell the

saplings once it has achieved the desired growth. During the year 2015-16, the group purchased 4,92,200 number of saplings,

out of which 4,92,200 were still under cultivation

The fair value measurements for poultry and oil palm saplings has been categorised as Level 3 fair values based on the inputs to

valuation technique used.

159


iii. Valuation techniques and significant unobservable inputs

Type Valuation

technique

Significant

unobservable

inputs

Poultry stock - it comprises of parent chicken,

eggs and livebirds

Discounted

cashflows

Discounting is

not done

considering the

plan to sell the

inventory is

less than one

year.

Oil Palm Saplings - it comprises the stock under

cultivation

Cost approach

and percentage

completion

method

Estimated cost

of completing

the stock under

cultivation Rs.

18.63 to Rs.

41.33 per

sapling

3 Risk Management strategies related to agricultural activitiesA subsidiary group is exposed to the following risks relating to its plantationsi. Regulatory and enviromental risks

ii. Supply and demand risks

iii. Climate and other risks

(Rupees in Crore)

Particulars

10% Increase 10% Decrease

Variable-rate instruments (5.57) 5.93 Cash flow sensitivity (net) (5.57) 5.93

Inter-relationship between

significant unobservable inputs

and fair value measurement

Profit or Loss as at 31/03/2016

The estimated fair valuation would

increase/(decrease) if

- Estimated price of each component of

poultry stock was higher (lower)

- discounting is done for the expected

cashflows

The estimated fair valuation would

increase/(decrease) if

- Estimated cost to complete was lower

(higher)

- Estimated selling price per sapling is

higher (lower)

The group is subject to laws and regulations in the country in which it operates. It has established various enviromental policies

and procedures aimed at compliance with the local enviromental and other laws.

The group is exposed to risks arising from fluctuations in the price and sales volume of plants. When possible, the group

manages this risk by aligning its harvest volume to market supply and demand. Management performs regular industry trend

analyses for projected harvest volumes and pricing.

The group's plantations are exposed to the risk of damage from climatic changes, diseases, forest fires and other natural forces.

The group has extensive processes in place aimed at monitoring and mitigating those risks, including regular plantation health

surveys and industry pest and disease surveys.

A reasonably possible change of 10% in Estimated cost of completing the stock under cultivation at the reporting date would

have increased (decreased) profit or loss by the amounts shown below.

160


Notes:(a)

(b) In respect of the Parent Company’s freehold land situated at Thane (transferred on Amalgamation of the erstwhile Lawkim Ltd.):(i) Land admeasuring approximately one acre was the subject matter of dispute. The Company has filed an appeal in the Hon’bleHigh Court of Judicature at Bombay, against the Order dated 23rd December, 2004 passed by the Third Additional District Judge, Thane. The Company has also registered notice of lis pendens dated 17th May, 2005 with the Registrar of Sub-Assurance.(ii) A part of the land was acquired by the Thane Municipal Corporation and the Company has an option for the Transferable Development Rights (TDR) as compensation for the said acquisition. Pending the receipt of such compensation by the Company in the form of TDR, no adjustment has been made in the books in this regard.

(c) Freehold Land includes (i) leasehold rights in perpetuity and (ii) transferable development rights (TDRs). Freehold Buildings include investments representing shares in ownership of flats.

(d) Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs. 29.61 crore (as at 31-03-2016: Rs. 98.27 crore).

(e) The additions to Freehold Land, includes Rs. 17.84 crore, pertaining to carrying value of Land of the three wholly-owned subsidiariesmerged with the Company, with effect from, 1st April, 2015. [Refer Note 52(v)]

(f) Information with respect to subsidiary companies:

(i). Refer Note 28 for disclosure of contractual commitments for the acquisition of Property, Plant and Equipments.

(iv). Legal formalities relating to the transfer of title of immovable assets situated at Chennai (acquired as a part of the take over of

Agrovet business from Godrej Industries Limited), Hyderabad (as part of the merger of Godrej Plant Biotech Limited), Dhule (as

part of the merger of Goldmohur Foods & Feeds Ltd), Hanuman Jn. (as part of the merger of Golden Feed Products Ltd),

Chintampalli (as part of the merger of Godrej Gokarna Oilpalm Limited), Ariyalur & Varanavasi (as part of the merger of Cauvery

Oil Palm Limited) and at Kolkata are being complied with. Stamp duty payable thereon is not presently determinable.

The Group has availed the deemed cost exemption in relation to the Property, Plant and Equipment on the date of transition and

hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer note 2.A for the

gross block value and the accumulated depreciation on 1st April, 2015 under the previous GAAP.

(ii). Addition to Fixed Assets includes Rs. 9.07 crore for the year ended 31st March, 2017 (previous year Rs. 43.01 crore) on

account of Exchange Difference arising on conversion of Long Term Foreign Currency Monetary Items relating to acquisition of

depreciable assets.

(iii). Plant & Equipments and Buildings at Vikhroli location amounting to Rs 0.55 as on 31st March, 2017 (Rs. 3.58 crore as on 31st

March, 2016 and Rs. 3.93 crore as on April 01, 2015) are classified as Assets held for Sale.

(v). To give effect to the Order of the Honorable High Court of Judicature at Bombay passed during 2011-12 regarding the Scheme

of Amalgamation of Godrej Gokarna Oil Palm Limited and Godrej Oil Palm Limited, the amortisation of Grant of Licenses are

charged against the balance in the General Reserve Account.

161



3A. INVESTMENTS IN ASSOCIATES 31-03-2017 31-03-2016 01-04-2015

TRADE INVESTMENTS (valued at cost unless stated otherwise):(a) QUOTED

(1) Investments in Equity Shares in an Associate Company:

- 318.31 308.19 Total Quoted Non-current Trade Investments - 318.31 308.19

(b) UNQUOTED(1) Investments in Equity Shares in Associate Companies

(i) 455000 Fully Paid Equity Shares of Rs.10 each in Polchem Hygiene Laboratories Private Limited [Note 3A (5) below] - - 5.85 (ii) 24 Fully Paid Equity Shares of AED 1500 each in Al Rahaba International Trading Limited Liability Company - 3.16 4.07 (iii) 389269 Fully Paid Equity Shares of Rs.10 each in Personalitree Academy Ltd. - 1.10 1.10 Less: Provision for Diminution in Value (Refer Note 1 below) - (1.10) (1.10)

- - - (iv) 5546 [Fully Paid Equity] Shares of Rs.10 each in Bhabhani Blunt Hairdressing Pvt Ltd - 22.42 22.31 (v) 5,78,200 Fully Paid Shares of RO 1 each in Godrej & Khimji (Middle East) LLC. Oman 17.52 15.04 15.74 (vi) 38 Ordinary Shares of USD 1 each in Parazelsus, Orient Ltd. USA. * - - - (vii) 16,21,539 common units at Rs. 3.25 each in Urban Electric Power Inc. USA 18.82 24.98 14.63

36.34 65.60 62.60

(2) Investments in Equity Shares in Joint Ventures(i) 7,50,000 Equity Shares of Rs.10 each in Godrej Consoveyo Logistics Automation Ltd.

(formerly, Godrej Efacec Automation and Robotics Ltd.) 10.35 7.90 7.58 (ii) 1 Equity Shares of SGD. 1 each in Godrej UEP (Singapore) Pte. Ltd.

(Joint venture with UEP,USA) * 0.00 - - (iii) 97461 Fully Paid Equity Shares of Rs.10 each in Godrej Tyson Foods Ltd. - 74.64 65.51(iv) 18,50,000 Shares in ACI Godrej Agrovet Pvt. Ltd. - 51.45 34.78(v) Joint ventures of property business - 58.25 39.38

10.35 192.24 147.25 (3) Investments in Debentures

(i) 3060 Fully Paid Debentures of Rs. 10 each in Bhabhani Blunt Hairdressing Pvt. Ltd. - 12.00 12.00- 12.00 12.00

(4) Investments in Limited Liability Partnership Firms(i) Contribution towards 50% of the Fixed Capital of Godrej & Boyce Enterprises LLP* - - - (ii) Contribution towards 20% of the Capital of Future Factory LLP (including

share of profit of Rs. 0.31 crore booked during the year) 2.85 2.43 2.13 (a) Total capital of the Firm: Rs. 7.20 crore(b) Names of other Partners and % share in Capital:

Mr. Jashish Navin Kambli - 56% and Mrs. Geetika Kambli - 24%*(Amount less than Rs.50,000) 2.85 2.43 2.13 Total Unquoted Non-current Trade Investments 49.54 272.27 223.98

(a) Aggregate amount of Quoted Investments and market value thereof - 318.31 308.19 (b) Aggregate amount of Unquoted Investments at cost 49.54 272.27 223.98

Aggregate Book Value of Investments 49.54 590.58 532.17

(i) Nil (as at31-03-2016: 2,01,54,008) Equity Shares of Rs. 2 each in Geometric Ltd., valued at

deemed cost as per Ind AS 101, the previous GAAP carrying amount of Rs. 7.27 crore as on 1st

April, 2015 has been recognized at fair value of Rs. 203.38 crore, resulting in an adjustment to the

extent of Rs. 196.11 crore. 79,79,008 shares at a carrying amount of Rs. 51.62 crores were

received pursuant to a business combination. [Refer Note 52 (ii) - Amalgamation of Godrej

Investments Pvt. Ltd. with the Company] . During the year, these shares were exchanged for

shares in HCL Technologies Ltd. and 3DPLM Software Solutions Ltd. on demerger of the Business

Undertaking of erstwhile Geometric Ltd with HCL Technologies Ltd. and amalgamation of

Remaining Undertaking of esrtwhile Geometric Ltd. with 3DPLM Software Solutions Ltd.

162



31-03-2017 31-03-2016 01-04-2015

3B. OTHER INVESTMENTS(1) Investments in Equity Shares (Fully Paid up unless stated otherwise)

(a) Quoted Investment At fair value through profit and loss - 7.05 8.23 At fair value through other comprehensive income 5,093.68 31.82 7.05

(b) Unquoted Investment(i) 50 Fully Paid Equity Shares of Rs. 50 each in Godrej & Boyce Employees’ Co-operative Consumer Society Ltd.* - - - (ii) 1,000 Fully Paid Equity Shares of Rs. 10 each in Super Bazar Cooperative Stores Ltd.* - - - (iii) 1,000 Fully Paid Equity Shares of Rs. 10 each in Saraswat Co-operative Bank Ltd.* 0.02 0.02 0.02 (iv) 4,000 Fully Paid Equity Shares of Rs. 25 each in The Zoroastrian Co-operative Bank Ltd. 0.10 0.10 0.09(v) 2 Fully Paid Equity Shares of Rs. 10 each in Brihat Trading Private Ltd.* - - - (vi) 100 Fully Paid Equity Shares of Rs. 100 each in Gharda Chemicals Ltd. (Shares have not been registered in the Holding Company’s name) 0.10 0.10 0.10(vii) 1,823 Fully Paid Equity Shares of Rs.10 each in Edayar Zinc Ltd. (erstwhile Binani Zinc Ltd.) - At Book Value* 0.00 0.00 0.00 (viii) 15,000 Equity Shares of Rs. 1,000 each in Global Innovation and Technology Alliance, incorporated under Section 8 of the Companies Act, 2013 1.50 1.50 1.00(ix) 84,375 Fully Paid Equity Shares of Rs. 10 each in Nimbua Greenfield (Punjab) Ltd. 1.07 1.07 1.04 (x) Contribution towards 19.61% of the Capital of Proboscis Inc., USA (25,000 shares

of par value USD 0.01 subscribed during the year 2015-16) 6.23 6.23 - (xi) 112579 Fully Paid Equity Shares of Rs.10 each in CBay Infotech Ventures Pvt. Ltd. - 2.33 2.33 Less: Provision for Diminution in Value - -2.33 -2.33

- - - (xii) 114 Fully Paid Equity Shares of Rs.100 each in Gharda Chemicals Ltd. - 0.12 0.12

Less: Provision for Diminution in Value (Note 1 below) - -0.12 -0.12- - -

(xiii) 12436 Fully Paid Equity Shares of Rs.10 each in HyCa Technologies Pvt. Ltd. - 1.24 1.24Less: Provision for Diminution in Value - -1.24 -1.24

- - - (xiv) 25 Partly Paid Equity Shares of Rs.100 each in Tahir Properties Ltd (Partly paid) * [Note 2 below] - - - (xv) 1354129 Fully Paid Equity Shares of $1 each in Boston Analytics Inc. - 6.91 6.91 Less: Provision for Diminution in Value - -6.91 -6.91(xvi) 440000 Fully Paid Equity Shares of Rs.10 each in Bharuch Eco-Aqua - - Infrastructure Ltd. - 0.44 0.44

Less: Provision for Diminution in Value - - -0.44 -0.44- -

(xvii) 469399 Fully Paid Equity Shares of Rs.7 each in Avesthagen Ltd. - 12.43 12.43 Less: Provision for Diminution in Value - - -12.43 -12.43

- - (xviii) Others 1.58 13.41 (xix) 68,65,666 Common Shares of par value USD 0.001 in Verseon (Note 3 below) - - 134.79

9.02 10.60 150.45

163



31-03-2017 31-03-2016 01-04-2015

(2) Investment in Preference Shares - Unquoted (at fair value through profit and loss)(i) 2,01,54,008 7% Redeemable Preference Shares of Rs. 68 each in

3DPLM Software Solutions Ltd. (1,21,75,000 shares received on amalgamation of Remaining Undertaking of erstwhile Geometric Ltd. with 3DPLM Software Solutions Ltd., in exchange of 1,21, 75,000 shares held in erstwhile Geometric Ltd by the Company. Moreover, 79,79,008 shares received in exchange of 79,79,008 shares held by Godrej Investments Pvt. Ltd., which merged with the Company from the appointed date of 29th March, 2017.) 137.05 - -

(ii) 25 shares of Rs.100 in Tahir Properties Ltd. (Class - A) (partly paid)[Refer Note 2 below] - - - 137.05 - -

(3) Investment in Debentures (at fair value through profit and loss)(i) 4364039 Debentures of Rs. 100 each in Godrej Landmark Redevelopers Pvt. Ltd. - 43.64 79.36(ii) 2989095 Debentures of Rs.10 each Godrej Realty Pvt. Ltd - 2.99 2.99(iii) 307833 Debentures of Rs. 1000 each in Wonder City Buildcon Pvt. Ltd - 30.59 30.48(iv) 353618 Debentures of Rs. 1000 each in Wonder Space Properties Pvt. Ltd. - 35.40 34.84(v) 413949 Debentures of Rs. 1000 each in Godrej Home COnstructions Pvt. Ltd. - 41.23 0.00(vi) 843837 Debentures of Rs. 1000 each in Godrej Redevelopers(Mumbai) Pvt. Ltd. - 85.33 60.49

Total Quoted Non-current Non-Trade Investments - 239.18 208.16

(4) Investment in Partnership Firms (at fair value through profit and loss)View Group LP (Less: Provision for Impairment in the value of investment) (Note 4 below) - -

(5) Other Investment (at fair value through profit and loss)(i) Indian Fund for Sustainable Energy (Infuse Capital) - 2.91 0.96(ii) Omnivore India Capital Trust 25.93 12.49

- 28.84 13.45 Grand Total 5,239.75 317.49 387.34

*(Amount less than Rs.50,000)

(a) Aggregate Amount of Quoted Investments and Market value thereof 5,093.68 38.87 15.28 (b) Aggregate Amount of Unquoted Investments 146.07 278.62 372.06 (c) Aggregate Amount of Impairments in value of Investments - - -

Notes:

1.

2.

3.

4.

The said shares are of a subsidiary and have been refused for registration by the investee company.

Uncalled Liability on partly paid shares - Tahir Properties Ltd. - Equity - Rs. 80 per share (previous year - Rs. 80 per share).

As on 1st April, 2015, the outstanding principal amount of Optionally Convertible Notes (OCN) amounting to Rs. 3.98 crore along with accrued

interest thereon amounting to Rs. 6.64 crore have been converted into Class B Preferred Shares. The entire investment in Verseon Corporation is

measured at fair value.

In the year ended 31st March, 2016, the Company's holding of 2,631,578 Class A Preferred Shares and 715,668 Class B Preferred Shares were

converted into 6,694,492 New Common Shares in Verseon Corporation. The Company invested in warrants in respect of 85,587 Class B Preferred

shares which were been converted into 171,174 New Common Shares in Verseon Corporation.

Verseon Corporation was listed on Alternate Investment Market on London Stock Exchange in May 2015.

View Group LP has been dissolved on 14th December, 2012, however, the Company has still not received an approval from RBI for writing off the

investment.

164



31-03-2017 31-03-2016 01-04-2015

4. NON-CURRENT TRADE RECEIVABLESUnsecured, Considered Good 7.44 12.50 69.66

5. LOANSSecured, Considered Good

(a) Loans and Advances (Considered Doubtful) - 10.33 10.33 Less: Provision for Doubtful Loans - (10.33) (10.33)

(b) Security Deposit 97.08 99.47 - 97.08 99.47

Unsecured, Considered Good(a) Loans to Employees - 0.99 0.95 (b) Other Advances 6.12 22.76 8.99 (c) Claims Recoverable - - - (d) Other Deposits 29.39 88.46 87.48

35.51 112.21 97.42 Total 35.51 209.29 196.89

Notes:

1.

2.

3.

Maximum

Balance

During the

Year

Amount

outstanding

Maximum

Balance

During the

Year

Amount

outstanding

Loans where there is no repayment schedule

(i) Federal & Rashmikant 5.83 5.83 5.83 5.83

(ii) M/s Dhruv & Co. (Regd.) 4.18 4.18 4.18 4.18

(iii) D. R. Kavasmaneck & Dr. P. R. Kavasmaneck 0.32 0.32 0.32 0.32

Secured Deposits - Projects, are Secured against Terms of Development Agreement.

A subsidiary had advanced an amount of Rs. 10.33 crore to certain individuals who also pledged certain equity shares as security

against the said advance. The subsidiary has enforced its security and lodged the shares for transfer in its name. The said transfer

application was rejected and the subsidiary has preferred an appeal to the Company Law Board (CLB). The CLB rejected the

application and advised the parties to approach the High Court. The subsidiary had filed an appeal before the Honorable High Court

against the order of the Company Law Board under section 10 F of the Companies Act, which was disposed of with the direction to

keep the transfer of shares in abeyance till the arbitration proceedings between the parties are on. The Honorable Bombay High

Court passed an interim order dated September 18, 2012, restraining the subsidiary from interalia, dealing, selling or creating third

party rights, etc. in the pledged shares and referred the matter to arbitration. The subsidiary had filed a Special Leave Petition (SLP)

before the Supreme Court against this interim order of the Honorable Bombay High Court which the Supreme Court has dismissed

and the matter is presently before the Arbitrator.

The Management is confident of recovery of this amount as underlying value of the said shares is substantially greater than the

amount of loan and interest thereon. However, on a conservative basis, the subsidiary has provided for the entire amount of Rs.10.33

crore in the books of account.

Under section 186 (4) of Companies Act, 2013.

Particulars

As at 31/03/2016 As at 01/04/2015

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31-03-2017 31-03-2016 01-04-2015

6. OTHER NON-CURRENT FINANCIAL ASSETS(a) Deposits 0.69 - 6.33 (b) Bank Deposits with more than 12 months maturity - 1.77 1.43 (c) Claims receivable - - 1.46 (d) Other non-current financial assets 1.87 15.36 7.42 (e) Secured - Interest accrued on loans - 3.15 3.15

Provision for doubtful loans - (3.15) (3.15) (f) Unsecured - Interest accrued on loans - 1.16 1.11

Provision for doubtful loans - (1.03) (1.11) Total 2.56 17.26 16.64

Notes:

1 Bank Deposits with more than 12 months maturity includes:

2

(i) Fixed Deposits of Rs. 0.15 crore as at 31st March, 2016 and Rs 0.13 crore as at 1st April, 2015 are pledged with a Bank for

guarantees issued.

(ii) Rs. 0.70 Crore as at 31st March, 2016 and Rs. Nil as at 1st April, 2015 received from flat buyers by a subsidiary and held in trust on

their behalf in a corpus fund.

(iii) Rs. 0.33 Crore as at 31st March, 2016 and Rs. 0.34 Crore as at 1st April, 2015 held as margin money and lien marked for issuing

bank guarantee.

Interest on loan referred to in sub note (2) under Note 5, amounting to Rs. 3.15 crore was accrued upto 31st March, 2000 and has

been fully provided for, no interest is being accrued thereafter.

166


7. DEFERRED TAX ASSETS / LIABILITIES AND TAX EXPENSE

(A) Income Taxes (Rupees in crore)

Tax expense recognised in the Statement of Profit and Loss: Current Year Previous Year

Current tax on profits for the year 662.42 498.98

Prior years' tax adjustments (4.43) 0.87

Deferred tax (net) (4.36) (44.21)

Total Income Tax expense 653.63 455.64

(B) Tax expense related to items recognised in Other Comprehensive Income: 11.09 5.25

(C) Reconciliation of effective tax rate:

Profit before tax 2,149.40 177.91

Tax at the Company's domestic tax rate 409.53 284.99

Tax effect of:

Tax impact of income not subject to tax 80.32 (214.45)

Impact of 80IC (217.37) (209.59)

Tax effects of amounts which are not deductible for taxable income 47.39 228.39

Realised loss on foreign currency transactions pertaining to import of fixed assets (0.14) (0.50)

Disallowance u/s.14A of expenses (not interest) (0.07) 0.42

Adjustment of current tax of prior period 3.24 (3.73)

Transfer from Construction Project Reserve in respect of completed project - -

taxed at capital gains tax rate (which will be considered for taxation only after -

certain conditions are fullfilled and there is also a capital loss on sale -

of investment which was available for set off) - (3.83)

Tax rate changes - -

Indexation of long term unquoted equity - -

DTA created on indexation of Freehold land transferred to inventory - not yet sold - -

Tax rate difference (6.58) 10.14

MTM impact of quoted investments - -

Deferred Tax and Prior Year's Tax Adjustments 114.96 103.03

Additional tax paid of book profit (see note below) 77.98 89.66

Unclaiming withholding tax credit 23.21 13.19

Incremental deduction allowed for research and development costs (0.03) (0.79)

Others 19.83 3.81

Previously unrecognised tax losses and unabsorbed depreciation now regrouped - -

to reduce deferred tax expense (46.89) (57.49)

Change in recognised deductible temporary differences (6.49) (10.37)

Tax on share of (Profit)/loss of equity accounted investees 154.75 226.23

Undistributed earnings of subsidiaries and equity accounted investees - (3.47) 653.63 455.64

A subsidiary benefits from the tax holiday available to units set up under section 80IC and 80IE of Income

Act of 1961. These tax holidays are available for a period of 10 years from the date of commencement of

operations

167


7. DEFERRED TAX ASSETS / LIABILITIES AND TAX EXPENSE (contd.) (Rupees in crore)

As at As at As at

31-03-2017 31-03-2016 01-04-2015

Deferred Tax Asset:

Deferred tax liabilities on account of:

(a) Property, Plant and Equipment 0.09 (10.99) 161.20

(b) Intangible Assets - (2.29) -

(c) Others - (1.05) (0.37)

0.09 (14.33) 160.83

Deferred tax assets on account of:

(a) Provision for Retirement Benefits - 2.38 -

(b) Provision for Doubtful Debts/Advances 1.04 6.66 (35.68)

(c) Others 14.28 559.20 371.42

15.32 568.24 335.74

Net Deferred Tax Assets as per Balance Sheet 15.41 553.91 496.57

(D). Movement in Deferred Tax balances:

Net balance

Particulars 01-04-2016 Recognised in

profit or loss

Recognised in

OCI

Recognised in

Equity

Adjustment on

loss of control

of subsidiary

Net Deferred

Tax Asset

Deferred

Tax Liability

Property Plant and Equipment (197.69) (257.56) - - 300.34 (154.91) (154.91) -

Intangible Assets (211.14) - - - 211.14 - - -

Others (23.65) (3.45) - - 22.51 (4.59) (4.44) (0.15)

Defined Benefit obligations 1.84 22.00 - - (1.84) 22.00 22.00 -

Provision for Retirement Benefit 2.51 - - - (2.51) - - -

Provision for Doubtful Debts/

Advances 8.82 71.04 - - (8.82) 71.04 71.04 -

Other Provisions 219.58 68.88 1.86 - (219.58) 70.74 70.74 -

Other Deferred Tax Assets 368.85 2.98 - (360.85) 10.98 10.98 -

Unabsorbed Depreciation &

Indexation Benefit 6.75 - - - (6.75) - - -

Deferred Tax Assets/(Liabilities) 175.87 (96.11) 1.86 - (66.36) 15.26 15.41 (0.15)

Net balance

Particulars 01-04-2015 Recognised in

profit or loss

Recognised in

OCI

Recognised in

Equity

Acquired in

business

combination

Net Deferred

Tax Asset

Deferred

Tax Liability

Property Plant and Equipment (12.73) (112.13) 1.03 (73.86) (197.69) (10.99) (186.70)

Intangible Assets (183.85) (27.29) (211.14) (2.29) (208.85)

Others (50.70) 27.05 (23.65) (1.05) (22.60)

Defined Benefit obligations 2.31 (0.47) 1.84 1.84

Provision for Retirement Benefit 2.91 (0.40) 2.51 2.38 0.13

Provision for Doubtful Debts/

Advances (28.04) 36.86 8.82 6.66 2.16

Other Provisions 31.15 186.04 1.74 0.65 219.58 190.62 28.96

Other Deferred Tax Assets 380.93 (23.75) 11.07 368.85 368.58 0.27

Unabsorbed Depreciation &

Indexation Benefit 40.80 (34.05) 6.75 6.75

Deferred Tax Assets/(Liabilities) 182.78 51.86 1.74 1.03 (62.14) 175.87 553.91 (378.04)

Movement during the year As at 31/03/2017

Movement during the year As at 31/03/2016

168


Tax Credits carried forward Expiry Date As at As at

31-03-2016 01-04-2015

2006-07 31-03-2017 14.28 14.28

2007-08 31-03-2018 12.02 12.02

2008-09 31-03-2019 8.30 8.30

2009-10 31-03-2020 29.72 29.72

2010-11 31-03-2021 100.08 100.08

2011-12 31-03-2022 40.09 40.09

2012-13 31-03-2023 60.60 60.60

2013-14 31-03-2024 84.35 84.35

2014-15 31-03-2025 94.72 94.72

2015-16 31-03-2026 83.65

Tax Losses carried forward for a subsidiary

Particulars As at As at

Expiry date 31-03-2016 01-04-2015

31-03-2018 33.25 33.25

31-03-2020 42.22

31-03-2021 47.45 47.45

31-03-2022 4.63 4.63

31-03-2023 153.69 153.69

31-03-2024 110.09

391.33 239.02

Unabsorbed Depreciation never expires 17.33 63.62

Tax credit carried forward

Expiry date 31-03-2016 2.12 2.12

31-03-2017 2.45 2.45

31-03-2018 10.92 10.92

31-03-2020 7.48 7.48

31-03-2021 19.04 19.04

31-03-2022 16.87 16.87

31-03-2025 3.90 3.90

31-03-2026 6.01

68.79 62.78

During the year, a Subsidiary has not accounted for tax credits in respect of Minimum Alternative Tax (MAT credit), 31st March, 2016 : Rs. 83.65

crores, 1st April, 2015 Rs. 94.72 crores. The Subsidiary is not reasonably certain of availing the said MAT credit in future years against the normal tax

expected to be paid in those years and accordingly has not recognised a deferred tax asset for the same.

A subsidiary's group has not recognized deferred tax liability on undistributed profits of its subsidiaries and associates amounting to Rs. 107.95 crores

for the previous year because it is able to control the timing of the reversal of temporary differences associated with such undistributed profits and it

is probable that such differences will not reverse in the foreseeable future.

169


(Rupees in crore)

As at As at As at

31-03-2017 31-03-2016 01-04-2015

8. OTHER NON-CURRENT ASSETS

(a) Balances with Government Authorities

Considered Good - 134.68 144.12

Considered Doubtful - 13.62 12.23

Less: Provision for Doubtful Advances - (13.62) (12.23)

134.68 144.12

(b) Capital Advances 17.06 98.49 175.34

(c) Unamortised Upfront Fees - - -

(d) Prepaid Expenses - 2.75 2.20

(e) Other Non-current Assets

Considered Good - 4.34 4.46

Considered Doubtful - 1.22 -

Less: Provision for Doubtful Advances - (1.22) -

- 4.34 4.46

Total 17.06 240.26 326.12

1. Capital Advances include (31-Mar-16 Rs 0.08 crore; 01-Apr-15 Rs. 5.18 crore)

due from Related Parties.

9. INVENTORIES (At lower of Cost and Net Realisable Value)

(a) Raw Materials 412.64 1,622.07 1,254.24

(b) Work-in-Process 387.26 563.23 632.19

(c) Finished Goods 623.57 1,207.84 1,001.52

(d) Stock in Trade 335.73 480.34 434.13

(e) Packing Materials - - 2.19

(f) Consumable Stores and Spares 109.99 139.46 120.52

(g) Loose Tools 2.18 2.29 2.20

(h) Construction Work-in-Progress 245.26 3,459.15 3,209.33

Total 2,116.63 7,474.38 6,656.32

Notes:

1.

2.

i) 70 Equity shares of INR 100/- each, INR 20/- paid up

ii) 75 Redeemable Preference Class A shares of INR 100/- each, INR 70/- paid up.

Cost is computed on weighted average basis and is net of cenvat.

Finished goods includes shares of Tahir Properties Limited - at cost or net realisable

value (whichever is lower)

170


(Rupees in crore)

As at As at As at

31-03-2017 31-03-2016 01-04-2015

10. CURRENT INVESTMENTS

(a) Investments in Mutual Funds (At fair value through profit or loss) 11.15 492.87 706.26

(b) Investments in Mutual Funds (At amortised cost) - 81.45 -

(c) Investments in Mutual Funds (At fair value through OCI) - 2.37 -

11.15 576.69 706.26

(d) Other Current Investment

(i) Public Fund - - -

(ii) Optionally Convertible Loan Notes/Promissory Notes/Debentures

a) Boston Analytics Inc. (15%) - 3.00 3.00

Less: Provision for Diminution in Value of Investment - (3.00) (3.00)

b) Boston Analytics Inc. (20%) - 6.73 6.73


c) Boston Analytics Inc. (12%) - 4.69 4.69


(e) Trade Investment

(i) Investment in Associate Companies (Fully paid, Unquoted)

(a) Creamline Dairy Products Ltd. - - 30.81

(b) Polchem Hygiene Laboratories Pvt. Ltd. - 7.62 -

(ii) Investment in Equity Instruments (Fully paid, Quoted)

(a) Future Consumer Enterprises Ltd - - 38.60

Less: Provision for Diminution in Value of Investment - - (1.99)

- - 36.61

(f) Unquoted Investments in Bonds

National Highway Authority of India Bonds 0.12 - -

(g) Others - - 0.55

0.12 7.62 67.97

Total 11.27 584.31 774.23

Aggregate amount of Unquoted Investments 0.12 22.04 84.38

Aggregate amount of Quoted Investments 11.15 2.37 38.60

Aggregate Market Values of Quoted Investments 11.15 576.69 706.26

Aggregate Provision for Impairment in the Value of Investments - (14.42) (16.41)

Notes:

1.

2.

The Optionally Convertible Promissory Notes (15%) of Boston Analytics Inc. in

respect of which the Company did not exercise the conversion option and Boston

Analytics Inc. promissory notes (20%) where there was a partial conversion option

which the Company did not exercise, were due for redemption on 30th June, 2009

and 21st August, 2009, respectively. The said promissory notes have not been

redeemed as of the Balance Sheet date and have been fully provided for.

12% promissory notes were repayable on or before 31st December, 2011, along

with interest on maturity. The said promissory notes have not been redeemed as of

the Balance Sheet date and have been fully provided for.

171


(Rupees in crore)

As at As at As at

31-03-2017 31-03-2016 01-04-2015

11. TRADE RECEIVABLES

Secured and Considered Good

(a) Other Debts - refer note 1 below 4.50 101.26 99.52

4.50 101.26 99.52

Unsecured & Considered Good

(a) Debts due for over six months 3.24 590.28 115.04

(b) Other Debts 2,012.02 2,732.25 2,598.17

2,015.26 3,322.53 2,713.21

Doubtful 0.20 20.62 20.43

Less: Allowance for bad and doubtful debts (0.20) (20.62) (20.43)

- - -

2,019.76 3,423.79 2,812.73

Notes:

1. Secured by Security Deposits collected from customers, Letter of Credit or

Bank Guarantees held against them.

12. CASH AND BANK BALANCES

(A) Cash and Cash Equivalents

(i) Balances with Banks

- Current accounts [Refer Note 12 (1) and (3)] 53.63 540.11 363.78

- Fixed Deposits with maturity within 3 months [Refer Note 12 (2)] 17.06 231.51 388.03

(ii) Cheques, drafts on hand - 11.49 8.42

(iii) Cash on Hand 6.54 12.64 13.66

77.23 795.75 773.89

(B) Bank Balances other than Cash and Cash Equivalents

(i) Deposit Accounts with maturity period of more than 3 months,

but less than 12 months [Refer Note 12 (1) ] 64.31 238.13 409.59

(ii) Other earmarked Accounts 22.71 19.76

(iii) For Unpaid Dividend - 7.21 64.37

(iv) Deposits under lien against Bank Guarantees - 20.49 2.44

(v) Balance with Banks - held as margin money 0.60 - -

87.62 285.59 476.40

Total 164.85 1,081.34 1,250.30

Notes:

1.

2.

3.

4.

Fixed Deposit of Rs 0.27 crore as on 31st March, 2016 and Rs 0.27 crore as on 1st

April, 2015 is held by bank as security against guarantees issued.Balance of Rs 0.57 crore as on 31st March, 2016 and Rs 0.39 crore as on 1st April,

2015 held against unclaimed dividend.

(i) Include Rs 3.14 Cr as on 31st March, 2016 and Rs 3.80 crore as on 1st April, 2015

received from flat buyers and held in trust on their behalf in a corpus fund.

(ii) Deposits held as Deposit Repayment Reserve amouting to Rs 1.15 Crores (Rs 31

Crores as on 31st March, 2016, Rs 22 Crores as on 1st April, 2015).

(iii) Include fixed deposits held as margin money and lien marked for issuing bank

guarantee of Rs 4.99 Crore as on 31st March, 2016 and Rs 2.56 Crore as on 1st April,

2015.

The fixed deposits include deposits under lien against bank guarantees 31-Mar-16

Rs. 1.93 crore; 01-Apr-15 ₹ 2.05 crore)

There are no repatriation restrictions with regard to cash and cash equivalents as at

the end of the reporting period and prior periods

172


(Rupees in crore)

As at As at As at

31-03-2017 31-03-2016 31-03-2015

13. LOANS

Secured, Considered Good

(a) Secured Deposits - Projects [Refer Note 13 (1)] - 187.96 208.97

- 187.96 208.97 Unsecured, Considered Good

(a) Loans And Advances:

(i) to Related Parties 5.65 311.27 284.30

(ii) to Others - Considered Good 0.12 53.09 50.98

(b) Loans to Employees 0.38 1.19 1.00

(c) Advances to Suppliers - Considered Good 0.09 - -

(d) Advances recoverable in cash or in kind or for value to be received 0.90 0.45 0.23

(e) Deposits with Statutory Authorities - 95.89 -

(f) Other Deposits 83.31 87.36 67.90

90.45 549.25 404.41

Doubtful

(a) Inter Corporate Deposits - Considered Doubtful - 73.26 42.34

Less: Provision for Doubtful Advances - (5.77) (5.77)

- 67.49 36.57

Total 90.45 804.70 649.95

1. Secured Deposits are Secured against Terms of Development Agreement.

14. OTHER CURRENT FINANCIAL ASSETS (Unsecured, Considered Good)

(a) Unbilled Revenue 354.45 722.25 544.58

(b) Other Receivables 108.93 184.09 52.99

(c) Interest Accrued on Loans and Deposits - 120.38 63.95

(d) Forward Cover Contracts Receivable - 0.30 2.23

(e) Derivative Asset 10.95 11.20 3.42

(f) Sundry Deposits 21.09 16.14 24.57

(g) Income Accrued - 7.51 -

(h) Advance to vendors - 1.70 20.35

Total 495.42 1,063.57 712.09

15. OTHER CURRENT ASSETS (Unsecured, Considered Good)

(a) Advances to Suppliers 68.87 222.80 173.12

(b) Balances with Customs, Central Excise, Port Trust and other Authorities 88.18 151.41 183.79

(c) Prepaid Expenses - Current 17.72 32.47 35.29

(d) Unamortised Upfront Fees 1.76 1.37 1.06

(e) Export benefit - 14.99 10.54

(f) Other receivables considered good - 107.67 60.06

(g) Right to receive inventory - 10.49 9.25

(h) Assets held for sale - 3.58 3.94

(i) Other Current Assets 82.89 72.89 116.14

Total 259.42 617.67 593.19

Advances to Suppliers and Contractors include advances amounting to Rs. 17.7 Crore as at 31st March, 2016 and Rs. 49.02 Crore as at

1st April, 2015 secured against Bank Guarantee.

173


(Rupees in crore)16. EQUITY SHARE CAPITAL As at As at As at

(a) Authorised: 31-03-2017 31-03-2016 01-04-2015(i) 1,100,000 Equity Shares of Rs. 100 each 11.00 11.00 11.00 (ii) 900,000 Cumulative Redeemable Preference Shares of Rs. 100 each 9.00 9.00 9.00

20.00 20.00 20.00 (b) Issued, Subscribed and Paid Up:

678,448 (as at 31/3/2016: 662,910) Equity Shares of Rs. 100 each fully paid up 6.78 6.63 6.63 (1) The Company does not have any holding company.(2) Details of equity shareholders holding more than 5% shares in the Company are given below:

Number % holding Number % holding Number % holding(i) Godrej Investments Private Limited - an

investing associate [See Note (5) below] 1,77,432 26.77% 1,77,432 26.77% 1,77,432 26.77%(ii) Trustees, Pirojsha Godrej Foundation - a

public charitable trust 1,57,500 23.76% 1,57,500 23.76% 1,57,500 23.76%(iii) Mr. R.K. Naoroji 65,594 9.89% 65,594 9.89%(iv) Mr. R.K. Naoroji, Mr. N.B. Godrej &

Ms. Nyrika Holkar, Partners, M/s. RKN Enterprises 68,699 10.13% - - - -

(v) Mr. N.B. Godrej 67,193 9.90% 65,593 9.89% 65,593 9.89%(vi) Ms. S.V. Crishna 35,333 5.21% 35,333 5.33% 35,333 5.33%(vii) Mr. A.B. Godrej 36,746 5.42% - - - -

(3) Terms/rights attached to equity shares: The Company has only one class of equity shares having a par value of Rs.100 per share. Each holder of equity shares is entitled to one vote per share. Accordingly, all equity shares rank equally with regard to dividends and share in the Company's residual assets. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in proportion to the number of equity shares held.

(4) During the year under review, the Company's Equity Share Capital has increased from Rs. 6.63 Crore to Rs. 6.78 Crore. Pursuant to the sanction of the Scheme of Amalgamation of Cartini India Ltd. (CIL) with the Company, by the Hon'ble High Court Judicature at Bombay, 15,538 equity shares of the Company have been allotted during the year as fully paid up, to the equity shareholders of CIL, without payment being received in cash. During the period of five years immediately preceeding the previous reporting date, there has been no change in the Company's share capital.

(5) The National Company Law Tribunal has by its Order dated 23rd August, 2017, approved the Scheme of Amalgamation of Godrej Investments Pvt. Ltd. (GIPL) with the Company, with the appointed date of 29th March, 2017. Accordingly, 1,77,429 equity shares of Rs. 100 each of the Company will be issued to the shareholders of GIPL.

As at 31-03-2017 As at 31-03-2016 As at 01-04-2015

174



31-03-2017 31-03-2016 01-04-201517. OTHER EQUITY

(a) Capital Reserve 72.70 74.76 81.39 (b) Securities Premium Reserve 20.10 1,561.98 1,518.24 (c) Investment Subsidy Reserve - 0.15 0.15 (d) General Reserve 658.35 497.29 447.01 (e) Capital Redemption Reserve - 23.68 22.23 (f) Debenture Redemption Reserve 20.83 8.54 12.67 (g) Foreign Currency Translation Reserve 38.75 (22.60) - (h) Special Reserve u/s 45IC of RBI Act, 1934 - 2.28 3.84 (i) Employee Stock Options Outstanding of Subsidiaries - 50.86 33.18 (j) Reserve for Employee Compensation Expenses - 8.36 22.86 (k) Legal and Statutory Reserves 0.37 (1.03) (4.27) (l) Hedging Reserve - 5.89 5.89 (m) Treasury Stock - (81.27) (103.79) (n) Revaluation Reserve - 6.30 6.30 (o) Capital Reserve on Business Combinations (19.76) (23.36) (23.36) (p) Retained Earnings 6,851.94 2,218.42 3,031.78 (q) Fair Valuation through Other Comprehensive Income (FVTOCI) 142.19 (98.20) - Total 7,785.47 4,232.06 5,054.12

A. Nature and purpose of reserves

1. Securities Premium Reserve:

2. General Reserve:

3. Capital Investment Subsidy Reserve:

4. Capital Redemption Reserve:

5. Debenture Redemption Reserve:

6. Employee Stock Options Outstanding

Refer note 44 for details on ESOP Plans.

7. Effective portion of Cash Flow Hedges

8. Exchange difference on translating the financial statements of foreign operations

9.

The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. The reserve can be utilised in

accordance with the provisions of the Companies Act.

The Company transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier

provisions of Companies Act 1956. Transfer to general reserve is not mandatory under the Companies Act 2013.

Capital Reserve on Account of Business Combination:

Capital reserves is created on Amalgamation. During amalgamation, the excess of net assets taken, over the cost of consideration paid is

treated as capital reserve and also created on Sale of treasury Shares.

Capital Investment Subsidy Reserve represents subsidy received from the government for commissioning of Malanpur plant in the nature of

capital investment.

Capital Redemption reserve represents amount set aside by the company for future redemption of capital. A Sub-Subsidiary has recognised

Capital Redemption Reserve on buyback of equity shares from its retained earnings.

The Company had issued debentures in India and as per the provisions of the Companies Act, 2013, is required to create debenture

redemption reserve out of the profits of the Company available for the payment of dividend. The debenture redemption reserve has been

transferred to retained earning during the year ended 31 March 2016 on redemption of the debentures.

The shares option outstanding account is used to recognise the grant date fair value of options issued to employees under the Employee

Stock Option Plan and the Employee Stock Grant Scheme which are unvested as on the reporting date and is net of the deferred employee

compensation expense.

The cash flow hedging reserve represents the cumulative portion of gains or losses arising on changes in fair value of designated portion of

hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the designated portion

of the hedging instruments that are recognised and accumulated under the heading of cash flow reserve will be reclassified to Statement of

Profit and Loss only when the hedged transaction affects the profit or loss or included as a basis adjustment to the non financial hedged

item.

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign

operations.

175


10.

11. Foreign Currency Translation Reserve:

12. Employee Stock Grants Outstanding :

13.

14. Reserve for Employee Compensation Expense :

15. Cash Flow Hedge Reserve :

16.

B. Notes

(i)

(ii)

(iii)

Special Reserve : Reserve created under section 45IC of RBI Act, 1934

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign

operations.

The fair value of the equity-settled share based payment transactions with employees is recognised in Statement of Profit and Loss with

corresponding credit to Employee Stock Options Outstanding Account.

Treasury Reserve : The reserve for treasury shares of the respective companies held by the respective ESOP trusts.

b) All the assets and liabilities of the erstwhile WCL have been transferred to and vest in the Company and have been recorded at their book

value which are also their fair value. The excess of net assets of WCL acquired over the amount credited as share capital is Rs. 1.30 crore and

is credited to Capital Reserves.c) Income of Rs. 0.09 crore and Expense of Rs. 0.25 crore of WCL from April to November 2014 has been considered in Statement of Profit

and Loss of the Company.

A Scheme of Arrangement ("the Scheme") for the demerger of Seeds business of Godrej Seeds and Genetics Limited ("the Demerged

Company) into Godrej Agrovet Limited ("the Resulting Company") effect from 1st April, 2015, ("the Appointed date") was sanctioned by the

Honorable High Court of Judicature at Bombay ("the Court"), vide its Order dated 8th January, 2016 and certified copies of the Order of the

Court sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on 9th February, 2016 (the "Effective Date").

To give effect to the Honourable Bombay High Court's Order dated 8th January, 2016 regarding Scheme of the Arrangement, the following

actions have been performed.

(a) The excess of face value of the preference shares held by the transferee Company over book value of the net assets of the Transferor

Company taken over, along with face value of preference shares issued on account the amalgamation, amounting to Rs.16.94 crore has been

debited to the Surplus in Statement of Profit and Loss as per the Scheme.

(b) The cost and expenses arising out of or incurred in carrying out and implementing the scheme amounting to Rs. 0.19 crore had been

directly charged against the Surplus in Statement of Profit and Loss of the Resulting Company.

The expenses in respect of a sub-subsidiary's ESOP scheme is charged against the Reserve for employee compensation expense as per court

Scheme

One of the sub-subsidiary companies uses hedging instruments as part of its management of foreign currency risk associated with foreign

currency borrowings. For hedging foreign currency risk, the said sub-subsidiary used foreign currency forward contracts which are

designated as cash flow hedges. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in

the cash flow hedge reserve. Amounts recognised in the cash flow hedge reserve is reclassified to statement of profit & loss when the

hedged item affects the profit & loss.

Retained Earnings : Retained earnings are the profits that the Group has earned till date, less any transfers to general reserve, dividends or

other distributions paid to shareholders.

In Financial Year 2014-15, the Honourable Bombay High Court and High Court of Madhya Pradesh, Indore Bench approved a Scheme of

Amalgamation ("Scheme") of Wadala Commodities Limited (WCL) , whose business was trading in Vegetable Oils, with the Company

effective from April 1, 2014 being the appointed date. The Effective Date is November 21, 2014, being the date of filing the approval of the

Respective High Courts with the ROC.

In accordance with the Scheme :a) The Company had followed Purchase Method of accounting and as per the Scheme of Arrangement approved by the Bombay High Court.

Had the Scheme not prescribed the above treatment, the Surplus in Statement of Profit and Loss would have been higher by Rs. 16.94

crore.

A scheme of Amalgamation ("the Scheme") for the amalgamation of Goldmuhor Agrochem & Feeds Limited (called "the Transferor

Company"), with Godrej Agrovet Limited (the "Transferee Company"), with effect from 1st October, 2013, ("the Appointed date") was

sanctioned by the Honorable High Court of Judicature at Bombay ("the Court"), vide its Order dated 20th September, 2013 and certified

copies of the Order of the Court sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on 13th December, 2013

(the "Effective Date").

To give effect to the Honourable Bombay High Court's Order dated 20th September, 2013 regarding Scheme of the Arrangement, the

following actions have been performed:

(a) The excess of face value of the shares held by the transferee Company over book value of the net assets of the Transferor Company

taken over, amounting to Rs. 0.71 crore has been debited to the General Reserve Account of the Transferee Company as per the Scheme.

(b) The cost and expenses arising out of or incurred in carrying out and implementing the scheme amounting Rs. 0.41 crore have been

directly charged against the balance in General Reserve Account of the Transferee Company.

176


(iv)

(v)

(vi)


31-03-2017 31-03-2016 01-04-201518. NON-CURRENT BORROWINGS

(a) Secured Term Loans(i) From Banks (Refer Note 1,2,3 below) 2.50 531.02 517.38 (ii) From Others (Refer Note 4 below) - 19.62 24.90

2.50 550.64 542.28

(b) Debentures - Secured Redeemable Non-Convertible Debentures (NCDs) 498.40 497.90 260.20 (c) Unsecured

(i) Interest-free Loans under the Sales Tax Deferral Schemes of various State Governments (Refer Notes 7 & 8 below) 40.01 6.89 3.93 (ii) Fixed Deposits (Refer Note 9 below) 587.39 578.25 332.38 (iii) Term Loans

From Banks (Refer Note 5 below) - 3,414.62 2,793.11 From Other Parties (Refer Notes 6 and 10 below) 6.42 103.67 75.24

(iv) Foreign Currency Loans 4.70 15.46 633.82 4,108.13 3,220.12

Total 1,134.72 5,156.67 4,022.60

Had the Scheme not prescribed the above treatment, the balance in General Reserve would have been higher by Rs. 21.12 crore.A Scheme of Amalgamation ("the Scheme") for the amalgamation of Golden Feed Products Limited (called "the Transferor Company"), with

Godrej Agrovet Limited (the "Transferee Company"), with effect from March 31st, 2014, ("the Appointed date") was sanctioned by the

Hon'ble High Court of Judicature at Bombay ("the Court"), vide its Order dated April 29th, 2014 and certified copies of the Order of the Court

sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on May 19th, 2014 (the "Effective Date").

To give effect to the Honourable Bombay High Court's Order dated April 29th, 2014 regarding Scheme of the Amalgamation, the following

actions have been performed.

The excess of face value of the shares held by the transferee Company over book value of the net assets of the Transferor Company taken

over, amounting to Rs.0.97 crore has been debited to the Surplus in Statement of Profit and Loss as per the Scheme.

Had the Scheme not prescribed the above treatment, the Surplus in Statement of Profit and Loss would have been higher by Rs.0.97 crore.

As per the Scheme of Amalgamation ("the Scheme") of Godrej Gokarna Oil Palm Ltd (GGOPL), Godrej Oil Palm Ltd (GOPL) and Cauvery Palm

Oil Ltd (CPOL), ("the Transferor Companies"), with Godrej Agrovet Limited (the " Transferee Company"), with effect from 1st April, 2011,

("the Appointed date") as sanctioned by the Hon'ble High Court of Judicature at Bombay ("the Court"), vide its Order dated 16th March,

2012, the following entries have been passed.

(c) An amount of Rs. 20 crore standing to the credit of the General Reserve Account of the Transferee Company has been utilised to increase

the Reserve for Employee Compensation Account of the Transferee Company. The expenses in respect of the Company's ESOP scheme will

be charged against the Reserve for Employee Compensation Account.

Had the Scheme not prescribed the treatment of adjusting Intangibles against the balance in the Securities Premium Account, the balance in

Securities Premium Account would have been higher by Rs. 41.75 crore, the Surplus in Statement of Profit & Loss would have been lower by

Rs. 41.75 crore.

(a) Amortisation on Intangible Assets of the Transferor Companies amounting to Rs. 4.25 crore in the current year and Rs. 4.25 crore in the

previous year recorded in the books of the Transferee Company are charged against the balance in the General Reserve Account of the

Transferee Company. The Gross Book value of these Assets now held by the transferee Company is Rs. 42.51 crore

(b) The excess of book value of the net assets of the Transferor Company taken over, amounting to Rs. 60.55 crore over the face value of the

shares held by the transferee Company has been credited to the Securities Premium Account as per the Scheme.

Had the Scheme not prescribed the above treatment, the balance in the Securities Premium Account would have been higher by Rs. 60.55

Crore, the balance in General Reserve would have been higher by Rs. 8.50 crore.

As per the Scheme of Amalgamation ("the Scheme") of Godrej Gold Coin Aquafeed Ltd (the Transferor Company), with Godrej Agrovet

Limited with effect from 1st April, 2010, ("the Appointed date") as sanctioned by the Hon'ble High Court of Judicature at Bombay ("the

Court"), vide its Order dated 5th January, 2011, the following entries have been passed:

(a) The Intangible assets held by GGCAL amounting to Rs. 16.69 crore were adjusted against the balance in the Securities Premium Account

of the Subsidiary Company.

(b) The excess of book value of the net assets of the Transferor Company taken over, amounting to Rs. 25.06 crore over the face value of the

shares held by the transferee Company was credited to the Securities Premium Account as per the Scheme.

177


Notes

1.

At the end of 56th Month - Rs 400 croreAt the end of 57th Month - Rs 300 croreAt the end of 58th Month - Rs 200 croreAt the end of 59th Month - Rs 100 croreAt the end of 60th Month - Nil

2.

3.

4.

5. Unsecured Loans from Banks (Rupees in crore)As at

31/03/2016

As at

01/04/2015

100.00 -

18.75 93.73

100.00 100.00

- 50.00

100.00 -

100.00 75.00

- 31.25

66.25 125.00

99.38 125.00

167.43 157.96

109.40 101.81

Secured term loan of Rs 474.75 Crore bearing interest @ CPLR minus 7.30% p.a and secured by way of exclusive mortgage and charge of

movable and immovable property, right, title interest in the designated account / escrow account and receivables of the project situated at

Bandra Kurla Complex at Mumbai and pledge of 51% of equity shares of Godrej Buildcon Pvt. Ltd. held by the Company. Godrej Buildcon

Private Limited will repay a certain percentage of all sales receipts from the project, which percentage receivables is subject to review on a

quarterly basis. However maximum principle outstanding shall not exceed as below from the date of first disbursement :

Term loan from AXIS Bank of Rs 4.94 core carries interest rate of 9.65% to 11.50% repayable by August 2020 is secured by hypothecation of

moveable plant and machinery, furniture, fixtures consisting of refrigeration and interior work, both present and future of funded stores.

Term loan from Yes Bank of Rs 9.50 core carries interest rate of 10.30% repayable from December 2017 to December 2022 is secured by

hypothecation of moveable plant and machinery, furniture, fixtures consisting of refrigeration and interior work, both present and future of

funded stores.

Term loan availed by a sub-subsidiary company from Tata Capital Financial Services Ltd. of Rs 11.88 crore carries interest rate from 9.70% to

10.35% repayble from October 2018 to March 2020 is secured by hypothecation of the Fixed Assets and Current Assets of the funded stores

& head office.

Loan carries interest at SBI Base Rate + 0.35% p.a. for an original term upto 36 months and

repayable starting July 2017 upto April 2018.

Loan carries interest at LIBOR + 2.17% p.a. for an original term of 60 months and repayable by

September 2016.


December 2017.


August 2018.

Loan carried interest at LIBOR + 2.40% p.a., now been fixed under IRS at 4.28% p.a for an

original term of 60 months and repayable by July 2019.



Particulars

Loan carries interest rate of 9.3% (base rate) for an original term upto 36 months and

repayable starting September 2018 upto March 2019.

Loan carries interest rate of Base Rate + 0.7% for an original term upto 60 months and

repayable by April 2017.

Loan carries interest rate of Base Rate + 0.5% for an original term upto 36 months and

repayable by February 2018.

Loan carries interest at 10.40% p.a for an original term upto 36 months and repayable starting

June 2016 upto December 2016.

Loan carries interest at 6 Month MCLR + 1.50 %p.a. for an original term upto 36 months and

repayable starting June 2018 upto March 2019.

178


5. Unsecured Loans from Banks (continued) (Rupees in crore)As at

31/03/2016

As at

01/04/2015

55.59 52.44

5.20 -

5.70 -

3.75 -

6. Unsecured Loans from Others (Rupees in crore)As at

31/03/2016

As at

01/04/2015

50.00 37.50

50.00 37.50

7.

8.

9.10.

11.(Rupees in crore)

As at As at As at31-03-2017 31-03-2016 01-04-2015

19. OTHER NON-CURRENT FINANCIAL LIABILITIES(a) Dealers’ Deposits 39.58 36.97 32.95 (b) Sundry Deposits and Advances 129.13 96.95 124.10 (c) Other Liabilities 121.05 191.51 58.26 (d) Rent received in advance 5.59 4.28 5.33 (e) Put Option Liability - 32.66 1.42

295.35 362.37 222.06

20. NON-CURRENT PROVISIONS(a) Provision for Free Service under Product Warranties 32.57 21.55 20.03 (b) Provision for Employee Benefits 38.27 82.79 70.42 Total 70.84 104.34 90.45

(i) Current provisions are disclosed under the head"Current Provisions" (Note 27)(ii) Movement of Provisions during the year:

(1) Provision for Free Service under Product Warranties:Opening Balance 44.39 38.16 33.20 Add: Provision during the year 44.76 42.34 42.58

89.15 80.50 75.78 Less: Utilisation during the year 35.09 36.11 37.62 Closing Balance 54.06 44.39 38.16

Loan carries interest at SBI Base Rate + 0.35% p.a. for an original term upto 60 months and

repayable by March 2020.Loan carries interest at SBI Base Rate + 0.35% p.a. for an original term upto 60 months and

repayable by March 2020.

Deferred Loan against acquisition of Lease hold Land is availed at interest rate 14% under the scheme floated by the Directorate of

Industries, Government of Uttar Pradesh. Loan repayment shall be performed on an Six monthly (period) basis 6 years from 1st July 2016 up

to 1st Jan 2022. Total loan availed was Rs.6.18 crore and outstanding for the year 2016-17 was Rs.5.15 crore with current maturity at Rs.

1.03 crore .

Deferred Sales Tax Loan is availed interest free under the scheme floated by the Directorate of Industries, Government of Andhra Pradesh.

Loan repayment shall be performed on an annual basis 14 years from the year of collection, commencing from March 2014 up to March

2021. Total loan availed was Rs. 4.67 crore and outstanding for the year 2016-17 was 3.77 crore with current maturity at Rs. 0.35 crore .

Fixed deposits from public had a maturity period of 13, 24 or 36 months. Includes Non-Convertible Redeemable Preference Shares of Rs. 0.1 crore, having a par value of Rs. 10 per share. Each eligible Shareholder is

entitled for 8% dividend on par value of shares.

Particulars



Loan carries interest rate of 5.98% p.a for an original term upto 36 months and repayable 50%

at the end of 18 months and 50% at the end of 36 months.

Loan carries interest rate of 9.50% p.a repayble in 18 equal quarterly instalments commencing

from six months from the date of first disbursement

Loan carries interest rate of 9.10% p.a repayble in in 16 structured quarterly instalments

commencing from 1st January 2018 .

Particulars

The Group does not have any default as on the Balance Sheet date in repayment of loan or interest.

179



31-03-2017 31-03-2016 01-04-2015

21. DEFERRED TAX LIABILITIES Deferred tax liabilities arising on account of:

Property, plant and equipment 155.00 395.55 357.78 Others 0.22 22.60 50.33

155.22 418.15 408.11 Deferred tax assets arising on account of:

Provision for Retirement benefits - (1.97) (5.22) Provision for Doubtful Debts/Advances (70.00) (2.16) (7.64) Unabsorbed depreciation (6.75) (40.80) Others (85.07) (29.23) (40.66) Sub-total (155.07) (40.11) (94.32)

Net Deferred Tax Liabilities as per Balance Sheet 0.15 378.04 313.79

22. OTHER NON-CURRENT LIABILITIES(a) Other Liabilities - 14.91 7.73 Total - 14.91 7.73

23. CURRENT BORROWINGSSecured

(i) Working Capital Facilities from Banks (Net) 288.55 235.20 422.98 (ii) Export Credits from Export-Import Bank of India

under a revolving credit limit 267.00 349.00 316.00 (iii) Term Loan

From Banks (Refer Note 1 below) 5.43 761.56 1,206.91 (iv) Commercial Papers(v) Loans repayable on demand

From Banks (Refer Note 1 and 2 below) - 649.71 611.59 560.98 1,995.47 2,557.48

Unsecured(i) Deposits from Companies 104.50 109.61 194.84 (ii) Deposits from Shareholders 72.90 90.65 37.15 (iii) Other Borrowings 175.62 210.14 164.89 (iv) Loans Repayable On Demand

From Bank (Refer Note 4, 5, 7 below) - 708.82 776.71 (v) Term Loans from Banks (Refer Note 3 below) 150.00 1,532.15 631.46 (vi) Acceptances 124.82 116.48 - (vii) Other loans and advances - 1,884.99 1,250.56

627.84 4,652.84 3,055.61 Total 1,188.82 6,648.31 5,613.09

Notes

1. (i) Secured Working Capital Demand Loan of Rs. 400 crore availed by a sub-subsidiary from Bank is secured by Hypothecation of Current

Assets of the said sub-subsidiary. Mortgage of Immovable property of the said sub-subsidiary at Unit No 5C, on the 5th Floor in Godrej One

(along with car parking spaces) at Pirojshanagar, Vikhroli East, Mumbai and Hypothecation of Current Assets of Godrej Real Estate Private

Limited and Godrej Projects Development Private Limited (both wholly owned subsidiaries) is provided as collateral security and carries

interest rate at 8.00% p.a.(Fixed) repayable on 26th April, 2017.

180


2.

3. Unsecured Loans from Banks (Rupees in crore)

As at

31/03/2016

As at

01/04/2015

53.26 90.44 50.00 -

185.00 - 75.00 - 50.00 -

- 25.00 - 25.00 - 50.00

393.95 45.00 10.82 116.60 11.20 36.61

200.00 120.00 100.00

200.00 120.00

4.

(vi) Loan Repayble on demand availed from Bank is secured by Hypothecation of the Current Assets of the Company. Mortgage of

Immovable property of the Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli

East, Mumbai and Hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited

(both wholly owned subsidiaries) is provided as collateral security and carries interest at 1 Year Marginal Cost of Fund Based Lending Rate

(MCLR )+ 0.35% p.a. Present effective rate 9.55 % p.a.

Working capital facilities sanctioned by banks under consortium arrangement are secured by hypothecation of stocks and book debts.

Particulars

Loan carries interest at Base Rate repayable within 6 monthsLoan carries interest at Base Rate repayable by April 2016Loan carries interest at Base Rate repayable by May 2016

(ii) Secured Working Capital Demand Loan of Rs. 100 crore availed by a sub-subsidiary from Bank is secured by Mortgage of Immovable

property of the said sub-subsidiary Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar,

Vikhroli East, Mumbai and Hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private

Limited (both wholly owned subsidiaries) is provided as collateral security and carries interest rate at 8.00% p.a.(Fixed) repayable on 15th

April, 2017.

(iii) Secured Working Capital Demand Loan of Rs. 100 crore availed by a sub-subsidiary from Bank is secured by Mortgage of Immovable

property of the said sub-subsidiary Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar,



April, 2017.

(iv) Secured Working Capital Demand Loan of Rs. 100 crore availed by a sub-subsidiary from Bank is secured by Mortgage of Immovable

property of the said Company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar, Vikhroli East,

Mumbai and Hypothecation of Current Assets of Godrej Real Estate Private Limited and Godrej Projects Development Private Limited (both

wholly owned subsidiaries) is provided as collateral security and carries interest rate at 8.00% p.a.(Fixed) repayable on 9th April, 2017.

(v) Secured Working Capital Demand Loan of Rs. 100 crore availed by a sub-subsidiary from Bank is secured by Mortgage of Immovable

property of the said subsidiary company at Unit No 5C, on the 5th Floor in Godrej One (along with car parking spaces) at Pirojshanagar,



April, 2017.

Overdraft facility at Base Rate + 0.25% Invoice Financing at 9.30% pa (FY 2014-15 9.95% pa)Loan carries interest at base rate + 0.10% repayble by October 2016Loan carries interest at 9.20% repayble by August 2016Loan carries interest at base rate + 0.50% repayble by August 2016Loan carries interest at base rate + 0.10% repayble by September 2015

Loan carries interest at Base Rate repayable by August 2016Loan carries interest at Base Rate repayable by September 2016Loan carries interest at Base Rate repayable by April 2015Loan carries interest at Base Rate+0.10% repayable by June 2015Loan carries interest at 10.20% p.a.repayable by September 2015Loan carries interest rate of 5.96% to 13.60%

Loan carries interest at 9.65% repayble by September 2015

Working Capital Loans availed by a sub-subsidiary from Banks for Rs.8.28 crore are payable on demand and at an Interest Rate of HDFC

Bank Base rate + 0.25%. Secured Working Capital Loans by Astec Lifesciencce Limited are payable on 90 to 365 days and at an Interest Rate

of LIBOR + 1.16% p.a., which are secured by way of First Pari passu Charge on the Current Assets of Astec Lifescience Limited, including

inventory and receivables both present & future and second charge on Fixed Assets of the Astec Lifescience Limited present & future

(including Equitable Mortgage/Hypothecation of Factory Land & Bldg/Plant & Machinery). Unsecured Working Capital Loans by Astec

Lifesciencce Limited are payable on 60 to 365 days at an Interest Rate of LIBOR + 1.08% p.a. for Rs.19.04 crore and 15 to 180 days at an

Interest Rate of 7.85% to 14% for Rs.70 crore.

181


5.

6. Commercial Papers (Rupees in crore)As at

31/03/2016

As at

1/4/2015

Commercial Papers carries interest at 7.69% to 8.65% repayable during the period April to August 2016. 875.00 - Commercial Papers carries interest at 8.48% to 9.00% repayable during the period April to August 2015. - 590.00 Commercial Papers carries interest at 5.95% to 8.85% 400.00 125.00 Commercial Papers carries interest at 7.94% to 9% repayable during the period April to June 2016. 610.00 Commercial Papers carries interest at 9.04% to 9.64% repayable during the period April to June 2015. 360.00

7.

8. Cash Credit from Banks are secured by hypothecation of Inventories and Book debts repayable on demand.9.

10.


31-03-2017 31-03-2016 01-04-2015

24. TRADE PAYABLES(a) Other Trade Payables 1,116.83 2,964.24 2,407.91 (b) Acceptances - 28.77 395.60 Total 1,116.83 2,993.01 2,803.51

Further, no interest during the year has been paid or payable under the terms of the

MSMED Act. The above information has been compiled by the Company on the basisof information made available by vendors during the year.

25. OTHER CURRENT FINANCIAL LIABILITIES(a) Current maturities of long-term borrowings (Note 1 below) 195.79 866.27 1,279.81 (b) Interest accrued but not due on borrowings 3.17 24.18 25.19 (c) Employee benefits payable 227.06 200.24 194.09 (d) Unclaimed Fixed Deposits (matured deposits not claimed on due dates) 5.08 - - (e) Unpaid Dividends - 7.21 6.75 (f) Unclaimed Dividends - 0.61 0.39 (g) Deposits - 73.27 63.41 (h) Sundry Creditors - 115.79 68.12 (i) Derivative Liability 11.36 15.04 16.14 (j) Unclaimed matured deposits - 14.81 4.06 (k) Unpaid matured deposits - - 5.28 (l) Put Option liability - 573.55 861.52 (m) Other liabilities 351.41 621.48 477.34 Total 793.87 2,512.45 3,002.10

Particulars

Cash Credit of availed by a sub-subsidiary company from banks are repayable on demand and carries interest at 9.55% to 11.85 % . This cash

credit fom Bank is secured against inventories and receivables of a the said subsidiary company. Cash Credit Loan by Astec Lifescience

Limited are repayable on demand and carries interest at BBR + 3.75% to 4% . This cash credit fom Bank is secured by way of First Pari passu

Charge on the Current Assets of Astec Lifescience Limited, including inventory and receivables both present & future and second charge on

Fixed Assets of the Astec Lifescience Limited present & future (including Equitable Mortgage/Hypothecation of Factory Land & Bldg/Plant &

Machinery).

The packing credit is granted by banks for a maximum tenure of 180 days at Bank's base rate less interest subvention of 3% per annum as

per Interest Equalisation Scheme of Government of India.

The Group does not have any default as on the Balance Sheet date in repayment of loan or Interest.

Loan Repayable on Demand includes:

(i) Over Draft facility amounting to Rs. 248.12 crore carries interest at 1 Month MCLR + 0.2%. Present effective rate is 8.10% p.a.

(ii) Rs. 6.17 crore of Overdraft carries interest at Base Rate. Present effective rate is 9.50% p.a.

(iii) Rs. 0.26 Crore of Over Draft facility carries interest at 1 Month MCLR + 100 basis point p.a. Present effective rate is 9.15% p.a.

182


Notes:

1.

2.


31-03-2017 31-03-2016 01-04-201526. OTHER CURRENT LIABILITIES

(a) Advances from Customers 609.28 1,047.13 992.27 (b) Unamortised Forward Cover Premium - - - (c) Statutory dues including provident fund and tax deducted at source 156.40 271.82 230.06 (d) Other payables 4.02 263.22 154.22 (e) Deferred Revenue 18.76 11.75 5.52 (f) Other liabilities - 45.46 36.91

788.46 1,639.38 1,418.98

27. CURRENT PROVISIONS(a) Provision for Employee Benefits 7.53 47.28 41.81 (b) Provision for Free Service under Product Warranties 24.08 23.98 18.92 (c) Provision for loss on onerous contracts - 0.00 0.02 (d) Provision for Sales Returns - 29.89 35.39 (e) Provision towards Litigations - 7.44 5.88 (f) Other Provisions 0.20 16.66 0.64 Total 31.81 125.25 102.66

Movements in each of the class of "(f) other provisions" above, during the financial year Sales Return Provision are set out below: towards

LitigationAs at 1/4/2015 23.86 5.88 Additional provisions recognised 6.03 2.16 Unused amounts reversed (0.60) As at 31/3/2016 29.89 7.44

Sales Returns:When a customer has a right to return the product within a given period, a subsidiary recognises a provision for sales return. Thisis measured basis average past trend of sales return as a percentage of sale. Revenue is adjusted for the expected value of thereturns and cost of sales are adjusted for the value of the corresponding goods to be returned.Legal Claims:The provisions for indirect taxes and legal matters comprises of numerous separate cases that arise in the ordinary course of business. A provision is recognised for legal cases; if the subsidiary assesses that it is possible / probable that an outflow of economic resources will be required. These provisions have not been discounted as it is not practicable for the subsidiary to estimate the timing of the provision utilisation and cash outflows, if any, pending resolution.

There are no amounts due to be credited to Investor Education and Protection Fund in

accordance with Section 125 of the Companies Act, 2013 as at the year end.

Current Maturities of Long term Debt as at 1st April, 2015 include 2,500 zero-coupon,

unsecured, redeemable, non-convertible debentures having a face value of Rs.10 lakh each,

redeemable at a premium, which will yield 9.35% p.a. at maturity. These debentures have been

redeemed on 18th December, 2015.

183



31/3/2017

As at

31/3/2016 As at 1/4/2015 28. CONTINGENT LIABILITIES AND COMMITMENTS

(A) CONTINGENT LIABILITIES

1. Claims against the Company not acknowledged as debts(a) Excise Duty/Customs Duty/Service Tax/Sales Tax/Property Tax/Octroi/ Other Duty demands in dispute and pending at various stages of appeal 50.03 500.21 266.74 (b) The State of Maharashtra has filed a suit against the Company, being Suit No. 679 of 1973, in the High Court of Judicature at Bombay, claiming ownership of part of the Company’s lands at Vikhroli, Mumbai. In the said Suit, which is still pending, various claims have been raised, which are and not acknowledged as debts due by the Company. According to the Company's legal advisers, the Company has a complete defence against the plaintiff in the said Suit, and the said Suit is not sustainable.(c) Claims against the Group under the Industrial Disputes Act, 1947 - - 2.38 (d) Disputed Provident Fund liability for the period March 1996 to September on account of disapproval of infancy benefit. The Supreme Court of India has allowed the Company's appeal and set aside the judgment of the High Court of Punjab & Haryana; the matter has been remanded to the Regional Provident Fund Commissioner for a fresh decision in accordance with law after hearing the parties concerned, expeditiously. 0.46 0.43 0.61 (e) Other Claims against the Group not acknowledged as debt - 16.90 15.61 (f) Income Tax - Demand notices issued by Income-tax Authorities. - 148.98 92.42

2. Surety Bonds(a) Surety Bonds given by the Company in respect of refund received from

excise authority for exempted units of associate company - refer note 1

below. 26.88 24.88 19.86 (b) Bonds issued by Group on behalf of fellow subsidiary 0.77 0.73 12.33

3. Other money for which the Company is contingently liable(a) Case / Claim filed by Processors for claiming various expense - 43.98 4.08

(B) COMMITMENTS

(1) Outstanding Export Obligation under EPCG Scheme - 23.47 21.12

(2) Estimated value of contracts remaining to be executed on capital accountto the extent not provided, net of advances there against of Rs. 3.40 crore. 40.27 45.61

Notes:

1.

2.

3.

4.

5.

The Corporate Surety Bonds of Rs. 24.88 crore as on 31/3/2016 (Rs.19.86 crore as on 31/3/2015) is in respect of refund received from

excise authority for exempted units (North East) of Godrej Consumer Products Limited, an erstwhile subsidiary company.

The Group has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and

disclosed as contingent liabilities where applicable , in its financial statements. The Group does not expect the outcome of these

proceedings to have a materially adverse effect on its financial results.

It is not practicable to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective

proceedings as it is determinable only on receipt of judgements/decisions pending with various forums/authorities.

One of the sub-subsidiary companies enters into construction contracts for Civil, Elevator, External Development, MEP work etc. with

its vendors. The total amount payable under such contracts will be based on actual measurements and negotiated rates, which are

determinable as and when the work under the said contracts are completed.

One of the sub-subsidiary companies has entered into development agreements with owners of land for development of projects.

Under the agreements the company is required to pay certain payments/ deposits to the owners of the land and share in built up area/

revenue from such developments in exchange of undivided share in land as stipulated under the agreements.

184



29. REVENUE FROM OPERATIONS(a) Sale of Products 26,778.74 24,419.11 (b) Sale of Services 976.81 936.12

Total 27,755.55 25,355.23 (c) Licence Fees and Service Charges(d) Commission(c) Other Operating Revenue:

(i) Scrap Sales 93.66 92.52 (ii) Leave and License Dues and Rent 23.81 9.66 (iii) Export Incentives 29.76 22.02 (iv) Sundry Receipts 125.95 4.26 (v) Transfer from Construction Projects Reserve - 11.07 (vi) Other Operating Revenue - 33.14

273.18 172.67 Revenue from Operations (gross) 28,028.73 25,527.90

30. OTHER INCOME(a) Interest Income 162.09 159.40 (b) Other Dividends 0.53 0.21 (c) Profit on Sale of Current Investments (Net) 17.74 61.31 (d) Excess provisions of previous years written back (net) 0.02 0.42 (e) Share of Profit in a firm (LLP) 0.56 0.24 (f) Profit on Sale/Disposal of Fixed Assets (Net) 2.83 6.65 (g) Fair Valuation of Investments 34.34 34.55 (h) Miscellaneous Non-operating Income 45.36 29.03 Total 263.47 291.81

Notes:

31. COST OF MATERIALS CONSUMEDStocks of Raw Materials at the beginning of the year 1,630.64 1,246.59 Add: Raw Materials purchased during the year 11,969.04 10,779.94

13,599.68 12,026.53 Less: Sale of Raw Materials 18.01 27.35 Less: Stocks of Raw Materials at the close of the year 1,588.86 1,617.01 Total 11,992.81 10,382.17

32. PURCHASES OF STOCK-IN-TRADE (TRADED GOODS)(a) Consumer Durables 2,688.33 2,623.22 (b) Industrial Products 342.13 282.47 (c) Licenses 12.15 7.64 (d) AMC Services 3.15 3.57 (e) Traded Goods 2.97 - (f) Others 161.08 86.25 Total 3,209.81 3,003.15

2. Income from investments measured at FVTPL includes fair valuation impact of Rs. 3.46 Crore

(Previous Year Rs. (-)12.60 Crore)

1. Profit on sale of investment includes profit of Rs. 2.21 crore on estinguishing of investment in

subsidary company Godrej Seeds and Genetics Limited.

185



33. CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROCESS AND STOCK-IN-TRADE(a) Stocks at the beginning of the year:

(i) Finished Goods* 1,522.10 1,324.82 (ii) Stock-in-Trade 179.39 134.50 (iii) Work-in-Process 561.61 631.93

2,263.10 2,091.25 Less: Stock Adjustment for subsidiaries merged 5.00 -

2,268.10 2,091.25 (b) Less: Stocks at the end of the year:

(i) Finished Goods* 1,861.37 1,525.31 (ii) Stock-in-Trade 177.07 180.38 (iii) Work-in-Process 553.05 562.41

2,591.49 2,268.10 (c ) Less: Finished goods damaged/destroyed by fire - (18.69)

(323.39) (195.54) Net change in Excise Duty on Finished Goods 13.31 2.76 Total (310.08) (192.78)

* including stocks of Traded Goods, Spares and Components for after-sales service

34. EMPLOYEE BENEFITS EXPENSE(a) Salaries, Wages and Bonus 2,391.08 2,234.13 (b) Company’s contribution to Employees’ Provident and other Funds 86.71 83.21 (c) Company’s contribution to Employees’ Gratuity Trust Fund 11.52 10.47 (d) Workmen and Staff Welfare Expenses 117.05 95.16 (e) Voluntary Retirement Compensation 0.25 0.28 (f) Employee Share based payments (Employee Stock Grant Scheme) 17.21 15.66 Total 2,623.82 2,438.91

35. PROPERTY DEVELOPMENT AND CONSTRUCTION EXPENSES (COMMERCIAL PROJECTS)(a) Construction Work-in-Progress at the beginning of the year 4,077.43 3,255.49 (b) Add: Project Expenses incurred during the year:

(i) Development and Construction Expenses 839.99 1,378.06 (ii) Employee Remuneration and Benefits 7.42 3.83 (iii) Professional Charges 12.82 20.54 (iv) Others 383.09 540.92

1,243.32 1,943.35 (c) Less: Construction Work-in-Progress at the end of the year (4,190.70) (3,515.84) Total 1,130.05 1,683.00

36. FINANCE COSTS(a) Interest on Term Loans 145.66 106.63 (b) Interest on Fixed Deposits and other Unsecured Loans 78.94 213.91 (c) Other Interest costs 595.66 650.39

820.26 970.93

186



(d) Less: Adjustments for Interest Capitalised 243.70 398.07 576.56 572.86

(e) Finance Charges 145.20 64.43 (f) Foreign Exchange Gain/(Loss) 11.05 (12.96) Total 732.81 624.33

37. OTHER EXPENSES(a) Stores, Spare Parts and Other Materials consumed 144.25 149.06 (b) Power and Fuel 393.21 400.78 (c) Rates and Taxes 106.31 145.38 (d) Excise Duty (Net) - - (e) Insurance 40.30 31.83 (f) Repairs and Maintenance of Buildings 70.14 70.82 (g) Repairs and Maintenance of Machinery 60.25 52.30 (h) Repairs & Maintenanace - Others (Net) 51.69 44.01 (i) Technical Fees 2.50 1.92 (j) Royalty 18.30 2.19 (k) Rent [Note 54(a)] 237.14 190.95 (l) Establishment and Other Expenses [Note 56 (a)] 475.56 410.63 (m) Donations and Contributions 3.24 9.54 (n) Motor Car and Lorry Expenses [Note 56 (a)] 22.24 92.67 (o) Freight, Transport and Delivery Charges 769.60 731.89 (p) Advertisement and Publicity 1,033.26 1,034.30 (q) Commission 76.02 60.66 (r) Professional Fees 290.84 243.98 (s) CSR Expenses [Refer Note 40] 12.95 9.79 (t) Bad Debts/Advances written off 31.44 30.68 (u) Provisions for Doubtful Debts 41.94 23.24 (v) Provision for Free Service under Product Warranties 8.72 5.70 (w) Loss on Sale/Disposal of Fixed Assets (Net) 14.48 14.35 (x) Provision for onerous contracts - (0.02) (y) Miscelleneous Expenses (Net) 458.63 399.54 (z) Research Expense - 2.49 (aa) Processing and Other Manufacturing Charges 294.52 221.59 (ab) Selling and Distribution Expenses 482.85 336.46 (ac) Others 6.21 2.04 Total 5,146.59 4,718.77

Notes:

1.

38. EXCEPTIONAL ITEMS

(a) Profit on Sale of Non-current Investments 137.45 (30.08) (b) Transfer of Investments in subsidiaries to promoter group companies 561.33 - (c) Adjustment to carrying value of investments upon receipt of shares in HCL Technologies

Ltd. and 3DPLM Software Solutions Ltd., in exchange of investments in Geometric Ltd. 124.14 (d) Restructuring Cost - (26.83) (e) Change in fair value of put/call options for Darling and Chile businesses - (181.20)

Two subsidiaries have netted off the rental income in respect of corporate office premises amounting to Rs.15.98 crore for the year

ended on 31st March, 2017 with rental expenses amounting to Rs. 13.83 crore for the year ended on 31st March, 2016 in respect of

similar premises in the same building.

187



(f) Dividend paid to non controlling shareholders - (55.90) (g) Acquisition related costs - (69.58) Total 822.92 (363.59)

39. EARNINGS PER SHARE(a) Profit after Taxes for the Year attributable to Equity Shareholders 1,737.09 169.18 (b) Number of Equity Shares of Rs.100 each issued and outstanding:

(i) At the end of the year 6,78,448 6,62,910 (ii) Weighted average number of Shares outstanding during the year 6,78,448 6,62,910

(c) Basic and Diluted Earnings per Share (a/b) (Statement of Profit and Loss, item XII) Rs. 25,604 Rs. 2,552

40. EXPENDITURE INCURRED ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIESThe Holding Company alongwith its subsidiaries, have spent a sum of Rs. 12.69 crore during the year on the following corporate social responsibility activities: promoting education through employment enhancing vocational skills to rural and urban youth; promoting healthcare and community awareness campaigns about healthcare and sanitation in rural areas; and environmental sustainability projects for maintaining quality of soil, air and water. (Rupees in crore)

Amount spent during the year on: Already Paid Yet to be Paid Total(i) Construction/Acquisition of any asset - - - (ii) On purposes other than (i) above 12.72 0.23 12.95

12.72 0.23 12.95

41. DIFFERENCE IN ACCOUNTING POLICIES

42. DISCLOSURE IN RESPECT OF SPECIFIED BANK NOTES HELD AND TRANSACTED

(Rupees in crore)

ParticularsSpecified

Bank Notes

Other

denomination

notes

Total

Closing cash in hand as on 08.11.2016 1.71 0.19 1.29 (+) Permitted receipts 2.09 0.05 2.14 (+) Other receipts 0.21 5.23 5.44 (-) Permitted payments 0.01 2.38 2.39 (-) Amount deposited in Banks 4.00 1.75 5.75 Closing cash in hand as on 30.12.2016 0.00 1.33 0.73

Note: Pursuant to a resolution passed at an extraordinary general meeting of the Company: (i) the

entire holding of 19,39,04,681 shares (book value Rs. 257.77 crores) in Godrej Industries Ltd., was

transferred to Vora Soaps Ltd. - a promoter group company - without consideration; and (ii)

9,35,00,000 shares (book value Rs. 223.48 crores) held by the Company in Godrej Consumer Products

Ltd. were transferred to Godrej Seeds and Genetics Ltd. - a promoter group company - without

consideration. The carrying value of the investments transferred to promoter group companies as

aforesaid, has been charged to the statement of profit and loss (Item VI of the Statement of Profit and

Loss).

The accounting policies of certain subsidiaries, associates and joint ventures especially regarding the method of depreciation, valuation

of inventories, recognition of revenue and accounting for retirement benefits are not in consonance with the group accounting policies.

No effect has been given in the consolidated financial statements on account of such differing accounting policies. In the opinion of the

Management, the impact if any, on account of such difference in accounting policies is not likely to be material.

In accordance with the Notification No.- G.S.R 308(E) issued by the Ministry of Corporate Affairs dated 30th March, 2017, the details of

Specified Bank Notes(SBN) held and transacted during the period 8th November, 2016 to 30th December, 2016 is provided in the table

below:

188


43. FIRST TIME ADOPTION OF IND AS:1. TRANSITION TO IND AS:

2. OPTIONAL EXEMPTIONS AVAILED

(i) Deemed cost

(ii) Share based payments

(iii) Deemed cost for investments in joint ventures and associates

(iv) Long Term Foreign Currency Monetary Items

(v) Business Combination

3. IND AS MANDATORY EXCEPTIONS

The Group has elected to continue with the carrying value of its investments in joint ventures and associates as recognised

in the financial statements as at the date of transition to Ind AS.

Accordingly, the Group has measured all its investments in joint ventures and associates at their previous GAAP carrying

value.

The Group has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from

1st April, 2016, with a transition date of 1st April, 2015. These financial statements for the year ended 31st March, 2017 are the

first financial statements the Group has prepared under Ind AS. For all periods upto and including the year ended 31st March,

2016 , the Company prepared its financial statements in accordance with the accounting standards notified under the section

133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP’).

The adoption of Ind AS has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards.

In preparing these Ind AS financial statements, the Group has availed certain exemptions and exceptions in accordance with Ind

The Group has elected to continue with the carrying value for all of its property, plant and equipment, intangible assets and

investment property as recognised in the financial statements as the deemed cost at the date of transition to Ind AS,

measured as per the previous GAAP

The Group has elected not to apply Ind AS 102 Share-based payment to equity instruments that vested before the date of

transition to Ind AS. Accordingly, the Group has measured only the unvested stock options on the date of transition as per

Ind AS 102.

A first-time adopter may continue the policy adopted for accounting for exchange differences arising from translation of

long-term foreign currency monetary items recognised in the financial statements for the period ending 31 March 2016.

Ind AS 101 provided the option to apply Ind AS 103 prospectively from the transition date or specific date prior to the

transition date. The Group has elected to apply Ind AS 103 propectively to business combination occurring after its

transition date. Business combination prior to the transition date have not been restated.

(vi) Cumulative translation differencesAs per Ind AS 101, an entity may deem that the cumulative translation differences for all foreign operations to be zero as at

the date of transition by transferring any such cumulative differences to retained earnings. The group has elected to avail of

the above exemption.

(i) EstimatesThe estimates at 1st April 2015 and 31st March 2016 are consistent with those made for the same dates in accordance with

the Indian GAAP (after adjustments to reflect any differences if any, in accounting policies). The Group has made estimates

for Investment in equity instruments carried at FVTPL in accordance with Ind AS at the date of transition as these were not

required under previous GAAP.

(ii) Classification and measurement of financial assetsThe Group has classified and measured the financial assets on the basis of the facts and circumstances that exist at the date

of transition to Ind AS.

(iii) Non Controlling Interest (NCI)Ind AS 110 requires that total comprehensive income should be attributed to the owners of the parent and the NCI even if

this results in the NCI having a negative balance. Ind AS 101 requires this requirement to be applied prospectively from the

date of transition to Ind AS. However, if an entity elects to apply Ind AS 103 retrospectively to past business combinations, it

has to also apply Ind AS 110 from the same date. Since the Group has elected to apply Ind AS 103 prospectively to business

combinations that occurred on or after 1 April 2015, it does not have any impact on the carrying value of NCI.

189


Reconciliation of Net Worth (Rupees in crore)Particulars Footnote As at As at

ref. 31/03/2016 01/04/2015(Net of (Net of

deferred tax) deferred tax)Net worth under IGAAP 5,582.23 5,261.30 Summary of Ind AS adjustments:Reversal of Construction Projects Reserve 7 (353.22) (364.29) Reversal of Proposed Dividend and tax on distributed profits 10 - 127.27 Reversal of sales made on cost-insurance-freight (CIF) basis 5 (72.12) (75.10) Revenue recognition under Percentage of Completion method (POC) 5 32.36 36.70 Capitalisation of Toolings 35.89 1.20 Amortisation of Cost of Debt 6 6.64 2.75 Fair valuation of Investments in Geometric Ltd. 196.11 196.11 Deferred Tax Asset on Ind AS adjustments 35 (3.65) 14.74 Others 8/9 (22.43) (11.79) Other Consolidation AdjustmentsReversal of Ind AS adjustment given for GCPL by GIL 84.89 136.26 Deferred Tax Asset on Ind AS adjustments on intercompany eliminations 35 (29.77) 185.76 Equity share of Urban Electric LLP 1 (8.58) (3.25) Adjustment for business combinations 213.23 203.78 Adjustment in Non-controlling interest on consolidation 21.88 314.48 Other Consolidation Adjustments of the Company's Subsidiaries:Adjustments pertaining to subsidiary Godrej Industries Ltd.:Obligation to acquire minority interest in a subsidiary (put option) 22 (228.13) (195.92)Realignment for project cost 25 (182.26) (175.27)Fair valuation adjustment on business combination, net of acquisition cost 29 108.74 - Fair valuation of investment and effective interest cost 31 11.97 134.06 Consolidation of ESOP trust 34 (116.93) (150.86)Share of associates and joint ventures 22, 23 (215.65) (141.08)Adjustment of goodwill on sale of stake in subsidiary 24 10.30 - MTM of derivative contracts 33 (4.33) (0.71)Deferral of Revenue 26 (4.01) (2.33)Provision for sales return 27 - (1.55)Reversal of Proposed Dividend and tax on distributed profits 10 - 78.89 Deferred Tax Asset/(Liability) on Ind AS adjustments 35 4.45 64.97 Others 30 1.80 5.72 Adjustments pertaining to subsidiary Godrej Consumer Products Ltd.:

Change in fair value of call/put options for Darling and Chile businesses 12 (709.67) (494.88)Dividend paid to Non-controlling shareholders 13 (55.90) - Acquisition related cost 14 (69.57) - Share of profits of Non-controlling shareholders 15 36.57 - Reversal of amortisation of brands under IGAAP 16 52.75 - Deferred tax on Ind AS adjustments 34 (177.54) (160.80)Interim dividend recognised on approval 18 112.71 102.44 Other Ind AS adjustments (20.07) (27.85)Non-controlling interest 23 4,939.88 3,573.32 Total Ind AS adjustments 3,596.34 3,372.78

Net worth under Ind AS 9,178.57 8,634.07

190


Reconciliation of Net Profit (Rupees in crore)Particulars Footnote As at

ref. 31/03/2016 (Net of

deferred tax)Profit after tax as per Indian GAAP 755.14 Deferrment of revenue 2.99 Revenue recognition under Percentage of Completion method (POC) 5 (4.34) Fair value of investments 3 (2.78) Debt cost amortisation 6 3.86 Derivatives mark to market 8 2.44 Fair value of deposits 4 0.11 Capitalisation of Toolings 35.89 Remeasurements of defined benefit liability / (asset) 11 6.57 Deferred tax impact 35 (16.77) Adjustments pursuant to Business Combinations 5.54 Change in Profit Share of Joint Venture (10.62) Change in fair value of call/put options for Darling and Chile businesses* 12 (181.20) Dividend paid to Non-controlling shareholders 13 (55.90) Acquisition related costs 14 (69.58) Fair value gains of financial instruments 19 (0.03) Redemption Premium on Debentures 21 (17.68) Share of profits of Non-controlling shareholders 15 36.57 Other Ind AS Adjustments 14.97 Deferred tax on Ind AS adjustments 35 (18.95) Other Comprehensive Income (Net of Tax) (70.93) Realignment of Project Cost 25 (62.43) Realignment for Non-controlling interest 23 7.79 Consolidation of ESOP Trust 34 (11.22) Fair valuation of Investment and Effective Interest Cost 31 (141.07) Fair valuation of Assets on Business Combination 29 71.45 MTM of Derivative contract 33 (3.64) Deferral of Revenue 26 (1.08) Share of profits in Associates and JVs 28 (74.61) Reversal of Profit on sale of subsidiary shares 24 (145.92) Other Ind AS Adjustments including deferred tax impact 35 16.78 Total Ind AS adjustments (683.79)

Total Comprehensive Income attributable to the owners of the Company as per Ind AS 71.35

Notes to the reconciliation:

1.

2. Investment Property: The properties which were leased were shown under freehold buildings, under Indian GAAP.

However, under Ind AS, these are classified as Investment Property.

Consolidation : Under Ind AS, classification of subsidiary for consolidation is based on control and not just shareholding which has

resulted in certain subsidiaries being classified as joint ventures. Further under Indian GAAP, joint ventures were consolidated with

reference to the proportionate consolidation method. Based on the principles of Ind AS, these joint ventures have been

consolidated with reference to the equity method of accounting whereby only share of profit & loss in such entities will be directly

credited to Statement of Profit & Loss account instead of line by line / proportionate consolidation. Further due to equity method of

accounting, interest has been grossed up on the JV projects. Interest income has been classified under other income and

corresponding interest expenses have been included as part of finance cost. Also, based on control, certain companies wherein the

Holding Company had investments, have become associates, and consequently have been consolidated under the equity method of

accounting.

191


3. Fair Valuation of Investments: Under Indian GAAP, the Company accounted for long term investments in unquoted and

quoted equity shares as investment measured at cost less provision for other than temporary diminution in the value of

investments. Under Ind AS, the Company has designated such investments as FVTPL investments, to be measured at fair

value. At the date of transition to Ind AS, difference between the instruments' fair value and Indian GAAP carrying amount

has been recognised in the statement of profit and loss.

4. Security Deposits Received/Placed: The security deposits received / placed for leased premises have been fair valued and

the difference between the fair value and the face value have been recognised over the lock in period of the deposits.

5. Inventories: Raw Materials received after the reporting date, but for which risk and rewards had passed to the Company,

prior to reporting date are recognised as inventory. Similarly, revenue from sale of goods has been recognised only when

the risk and rewards in the goods passes to the buyer, hence, cost corresponding to the revenue has been deferred.

For industrial products divisions, revenue which was earlier recognised on a completed contract basis is now being

recognised on percentage of completion method as per Ind AS - 11. Other financial current assets include unbilled revenue,

pertaining to revenue recognised under the percentage of completion method under Ind AS.

6. Loans and borrowings: Under Indian GAAP, transaction costs incurred in connection with loans and borrowings are

recognised upfront and charged to profit or loss for the period or capitalised to qualifying assets wherever applicable.

Under Ind-AS, transaction costs are included in the initial recognition of financial liability and recognised as per

effective interest rate method.

7. Construction Projects Reserve: The balance in Construction Projects Reserve has been transferred to the Construction

work-in-process account. The percentage of completion computations under Indian GAAP included land at its fair value.

As per Ind AS, the transfer of land from fixed assets to inventory will be at cost, accordingly the difference in fair value and

cost, earlier credited to the construction projects reserve, has been transferred to construction work-in-process.

8. Derivative contracts: Under Indian GAAP, the premium and discount on forward contracts were amortised over the contract

period. For other derivative contarcts only mark to market losses were recognised based on prudance. However, under Ind

AS all derivatives are measured at fair value at each reporting period and changes therein are recognised in profit and loss.

9. Dealer Incentive Scheme: Under Indian GAAP, Dealer Incentive Scheme was recognised as part of other expenses which

has been adjusted against revenue under Ind AS during the year ended 31st March 2016.

10. Proposed dividend: Under Indian GAAP, proposed dividends are recognised as a liability in the period to which they relate,

irrespective of when they are declared. Under Ind-AS, a proposed dividend is recognised as a liability in the period in which

it is declared by the company (usually when approved by shareholders in a general meeting) or paid.

11. Employee Benefits: Both under Indian GAAP and Ind-AS, the Company recognised costs related to its post-employment

defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are

charged to profit or loss. Under Ind-AS, remeasurements [comprising of actuarial gains and losses, the effect of the asset

ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets

excluding amounts included in net interest on the net defined benefit liability] are recognised immediately in the balance

sheet through other comprehensive income.

Adjustments pertaining to subsidiary Godrej Consumer Products Ltd. (ceased to be a subsidiary on 30th March, 2017)

12. Changes in fair value of put option

Group’s subsidiaries have granted put option to minority interests, which gives the counter part a right to sell their interests to the

Group on agreed terms. On transition to Ind AS, such put option has been classified as a financial liability payable to the investor

and is re-measured at fair value at each reporting date. The minority interest under previous GAAP has been de-recognised for such

subsidiaries and the difference between the fair value of the put option and the carrying value of the minority interest under

previous GAAP has been adjusted through retained earnings on the date of transition. Subsequently the financial liability is

measured at fair value at each reporting date.

Any contingent consideration payable is measured at its acquisition date fair value and included as part of consideration transferred

in the business combination. Subsequently, such a financial liability is measured at fair value at each reporting date and changes in

the fair value are recorded through the profit or loss account.

192


13.

14.

15.

16.

17.

18.

19.

20.

21.

Adjustments pertaining to subsidiary Godrej Industries Ltd. (ceased to be a subsidiary on 30th March, 2017)

22.

23.

24.

Non Controlling Interest (NCI) : Under previous GAAP, non-controlling interests were presented in the consolidated balance sheet

separately (as minority interests) from the equity and liabilities. Under Ind AS, non-controlling interests are presented in the

consolidated balance sheet within total equity, separately from the equity attributable to the owners of the Company.

Dividend paid to NCI

Since NCI is recognised as a financial liability, dividend paid to them has been routed through profit and loss account.

Acquisition related costs

Under Indian GAAP, acquisition related costs were capitalised and consequently resulted in recognition of higher goodwill or other

current assets. Under Ind AS, acquisition related costs are required to be expensed off and accordingly recorded in the Statement of

Profit and Loss.

Share of profits of NCI

Since NCI is recognised as a financial liability, share of profits earlier attributable to NCI have been reversed.

Reversal of amortisation of brands under I GAAP

Under Indian GAAP, trademarks and goodwill were amortized on a straight line basis considering a finite useful life. However under

Ind AS, an intangible asset shall be regarded by the entity as having an indefinite useful life when, based on an analysis of all of the

relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the

entity. Also intangible assets having indefinite useful life are not amortised but are tested for impairment at least annually.

Accordingly amortisation of such brands has been reversed.

Deferred tax on Ind AS adjustments

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable

profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet

approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its

tax base. The application of the balance sheet approach has resulted in recognition of deferred tax on temporary differences which

was not required under Indian GAAP. Also all Ind AS adjustments may have a correspnding deferred tax impact.

Interim Dividend recognised on approval

Under Indian GAAP, dividends are recognised as a liability in the period to which they relate, irrespective of when they are

declared. Under Ind AS, interim dividends are recorded as a liability on the date of declaration by the Group's Board of Directors.

Accordingly, the tax on the same is also recognised when the liability is recognised.

Fair value gains on financial instruments

Under Indian GAAP, the Group accounted for current investments at lower of cost or fair value. Under Ind AS, the Group has

classified the mutual funds and equity investment as subsequently measured at FVTPL. Such instruments are fair valued at each

reporting date and the changes in fair value are recorded through profit and loss account. At the date of transition to Ind AS,

difference between the instruments' fair value and Indian GAAP carrying amount has been recognised in retained earnings.

Other comprehensive income

Both under Indian GAAP and Ind AS the Group recognised costs related to post-employment defined benefit plan on an

actuarial basis. Under Indian GAAP, actuarial gains and losses are charged to profit or loss, however in Ind AS the

actuarial gains and losses are recognised through other comprehensive income.Redemption premium on debentures

Under Indian GAAP, redemption premium on debentures and bonds was debited to securities premium account i.e. through equity.

However under Ind AS, debentures are a financial liability carried at amortised cost. Accordingly, the same are measured using

effective interest rate method. Such finance cost related to a financial liability has to be recorded through profit and loss account

instead of equity.

Obligation to acquire minority interest in a subsidiary : One of the Subsidiary companies has granted put option to non-controlling

interest in its subsidiary, which gives the investor a right to sell their interests at guaranteed return to the Subsidiary company. On

transition to Ind AS, such put option has been classified as a financial liability payable to the investor and is re-measured at each

reporting date and difference is adjusted in equity.

Goodwill : Under Indian GAAP, any change in the proportion of equity held by the non-controlling interest was adjusted through

goodwill. Under Ind AS, the entity shall recognise directly in equity any difference between the amount by which the non-

controlling interests are adjusted and the fair value of the consideration paid or received, and attribute it to the owners of the

parent.

193


25.

26.

27.

28.

29.

30.

31.

32.

33.

34.

35. Deferred Tax: Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on

differences between taxable profits and accounting profits for the period. Ind-AS 12 requires entities to account for

deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount

of an asset or liability in the balance sheet and its tax base. The application of Ind-AS 12 approach has resulted in recognition

of deferred tax on new temprorary differences which was not required under Indian GAAP. All adjustments under Ind AS,

have a corresponding deferred tax calculated on these adjusments, which are shown under deferred tax.

Derivative contracts: Under Indian GAAP, the premium and discount on forward contracts were amortised over the contract period.

For other derivative contracts only mark to market losses were recognised based on prudence. However, under Ind AS all

derivatives are measured at fair value at each reporting period and changes therein are recognised in profit and loss.

Realignment of Project Cost : The Group has undertaken a detailed exercise to determine the manner of expense allocation to

inventory in context of the requirements of Ind-AS and accordingly have realigned allocation of expenses to project inventory.

Further, acquisition of stake in a subsidiary has been classified as an asset acquisition and consequently the Goodwill as per Indian

GAAP (representing cost of land) has been reclassified to project inventory.

Revenue Recognition: Revenue from sale of goods has been recognised only when the risk and rewards in the goods passes to the

buyer. Also cost corresponding to the revenue has been deferred.

Sales Return : Under IND AS, provision for sales return is considered based on history of bad and doubtful debt.

Share of profits in Associates and JVs : This is the group’s share in the Ind AS adjustments of the associates and joint ventures

recorded on transition to Ind AS.

Business Combination : Under Ind AS, when additional stake is purchased in an equity accounted investee which results in gaining

control over the entity, the previous stake is re-measured at fair value and the resulting gain or loss is recorded through profit and

loss account. Further the business combination is accounted by using the acquisition method.

Also the Group has granted put option to minority interests, which gives the counter party a right to sell their interests to the Group

on agreed terms. On transition to Ind AS, such put option has been classified as a financial liability payable to the investor and is re-

measured at fair value at each reporting date. The minority interest under previous GAAP has been de-recognised for such

subsidiaries and the difference between the fair value of the put option and the carrying value of the minority interest under

previous GAAP has been adjusted through retained earnings on the date of transition. Subsequently the financial liability is

measured at fair value at each reporting date.Others IND AS adjustments : Other Ind AS adjustments include fair valuation of employee stock options, discounting of long term

trade payables etc.Financial instruments: Under Indian GAAP, investments in mutual funds were measured at lower of cost or market value while

under Ind AS, such investments are required to be measured at fair value with the resultant gain or loss being recognised in profit

or loss. Under Ind AS, investments in debentures and other debt instruments are required to be measured at amortised cost with

interest income determined with reference to the effective interest rate.

Under Indian GAAP, the long term investments were measured at cost less provision for other than temporary diminution in the

value of investments. Under Ind AS, the Group has designated such investments as FVTPL , which are measured at fair value. At the

date of transition to Ind AS, difference between the instruments' fair value and Indian GAAP carrying amount has been recognised

in the statement of profit and loss.

Bank Overdrafts : The Group has availed bank overdrafts repayable on demand. Under Ind AS, bank overdrafts repayable on

demand and which form an integral part of the cash management process are included in cash and cash equivalents for the purpose

of presentation of cash flows. Under Indian GAAP, bank overdrafts used to be considered as part of borrowings and movement in

bank overdrafts were shown as part of financing activities.

Employee Benefit - ESOP: Under Ind AS, the ESOP Trust is consolidated as the ESOP Trust was established by the Group for the

administration of Employee Stock Option Plan of the Group. As Group has control over the trust, the same is treated as a subsidiary

and all assets and liabilities have been consolidated on a line by line basis.

194


44. EMPLOYEE STOCK BENEFIT PLANS

(I). GODREJ INDUSTRIES LTD. (ceased to be a subsidiary on 30th March, 2017)

1. EMPLOYEE STOCK OPTION PLANS

a. (i) Employee Stock Option Plans of Godrej Industries Limited

No. of Options Wt. average

exercise price

Rs. ( * )

Options Outstanding at the Beginning of the Year 24,47,000 399.70

Options Exercised During the Year 2,49,000 249.74

Options Forfeited / Expired During the Year 1,48,500 239.09

Options Outstanding at the Year End 20,49,500 420.63

ESOP II

No. of Options

Wt. average

exercise price

Rs. ( * )

Options Outstanding at the Beginning of the Year 3,98,750 376.84

Options Exercised During the Year 68,250 369.06

Options Forfeited / Expired During the Year 1,00,000 355.60

Options Outstanding at the Year End 2,30,500 377.99

(ii) Employee Stock Option Plans of Godrej Properties Limited (a subsidiary of Godrej Industries Ltd.)

Previous Year

In F.Y. 2007-08, Godrej Properties Limited (GPL) instituted an Employee Stock Option Plan (GPL ESOP) approved by GPL's Board of Directors,

Shareholders and the Remuneration Committee which provided for the allotment of 8,85,400 options convertible into 8,85,400 Equity Shares

of GPL of Rs. 5 /- each to eligible employees of GPL and its Subsidiary Companies (the participating companies) with effect from 28th

December, 2007.

In December 2005, Godrej Industries Limited had instituted an Employee Stock Option Plan I (GIL ESOP I) 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 Re. 1 each to eligible employees of participating companies. The maximum number of options that may be

granted per employee per year shall not exceed 600,000 options.

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 the nominal value of Re.1 each to eligible

employees of participating companies.The maximum number of options that may be granted per employee per year shall not exceed

10,00,000 options.

The Plans are administered by an independent ESOP Trust created with IL&FS Trust Co. Ltd which purchased from the market shares

equivalent to the number of options granted by the Compensation Committee. Pursuant to SEBI notification dated January 17, 2013, no

further securities of the Company will be purchased from the open market. The particulars of the plans and movements during the year are

as under :

Previous Year

( * ) The Wt. average exercise price stated above is the price of the equity shares on the grant date increased by the interest cost to the ESOP

Trust at the prevailing rates upto 31st March, 2012.The total excess shares at the end of the previous year are 5,66,298.

The weighted average balance life of ESOP I options outstanding as on 31st March, 2017 is 0.14 years.

The Options granted shall vest after three / five years from the date of grant of option, provided the employee continues to be in

employment and the option is exercisable within two / four years after vesting.

The Scheme is administered by an Independent ESOP Trust which has purchased shares from Godrej Industries Limited (The Holding

Company), equivalent to the number of options granted to the eligible employees of the Participating Companies.

195


Previous Year

No. of Options

Options Outstanding at the Beginning of the Year 357400

Options Forfeited / Expired During the Year 1,12,000

Options Outstanding at the Year End 2,45,400

(iii) Employee Stock Option Plans of Godrej Agrovet Limited (a subsidiary of Godrej Industries Ltd.)

Category A No. of options Exercise price

Options Outstanding at the Beginning of the Year 18,43,457 10

Bonus shares issued against the initial allotment - -

Options Granted During the Year - -

Options Forfeited / Expired During the Year - -

Options Exercised During the Year - -

Options Outstanding at the Year End 18,43,457 10

Category B No. of options Exercise price

Options Outstanding at the Beginning of the Year 22,63,891 10

Bonus shares issued against the initial allotment - -

Options Granted During the Year - -

Options Forfeited / Expired During the Year - -

Options Exercised During the Year - -

Options Outstanding at the Year End 22,63,891 10

2. Employee Stock Grant Scheme

(i) Employee Stock Grant Scheme of Godrej Industries Limited

a)

The exercise period of the GPL ESOP has expired on 27th December, 2016 and consequently all the unexercised options were rendered

lapsed. The GPL ESOP now stands terminated and the shares held by the Trust have been sold during the year.

Godrej Agrovet Limited (GAVL) has participated in the Godrej Industries Limited Employee Stock Grant Scheme 2011 and on 30th May, 2011

the Compensation Committee of the GAVL has approved the grant of stocks to certain eligible employees in terms of the Employee Stock

Grant Scheme 2011. The grants would vest in three equal parts every year over the next three years. The exercise price is Re. 1 per equity

share as provided in the scheme.GAVL has provided Rs. 1.90 crore (previous year Rs. 1.87 crore) for the aforesaid eligible employees for the

current financial year.

In December 2012, Godrej Agrovet Limited (GAVL) instituted an Employee Stock Option Plan (GAVL ESOP) as approved by GAVL's Board of

Directors and the Shareholders, for the allotment of 5,86,764 options convertible into 5,86,764 equity shares of GAVL of Rs. 10 each and

Bonus Shares issued against the initial allotment for 35,20,584 shares of Rs. 10 each to eligible employees of the Company.

The scheme is administered by an independent ESOP Trust created. GAVL has issued 586,764 equity shares and Bonus Shares issued against

the initial allotment for 76,27,932 shares to the said ESOP Trust at face value of Rs. 10 each amounting to Rs. 0.59 crore. During the current

year, all the stock options were vested, exercised and transferred to the eligible employees by 31/03/2017.

Previous Year

Previous Year

The weighted average fair value of options granted during the year ended 31st March, 2016 Rs 309.20) per option.

During the year, the stock options granted under the Company’s stock option scheme were fully vested, exercised and transferred to the

eligible employees including the Managing Director of the Company. The perquisite value of the said stock options have been included in the

managerial remuneration which resulted in the same exceeding the limits prescribed under Section 197 of the Companies Act, 2013 by an

amount of Rs. 86.61 crore. The Company is in the process of obtaining approval from the Shareholders and Central Government of India for

ratification of payment of excess remuneration.

The Company had set up the Employees Stock Grant Scheme 2011 (ESGS) pursuant to the approval by the Shareholders at their Meeting held

on 17th January, 2011.

196


b)

c)

d)

e)

f)

g)

Previous Year Description of the Inputs used

Dividend yield % 0.48%

Expected volatility %

32%-34%

Risk free Interest rate %

7.94% to 8.02%

Expected life of share options 1 to 3 years

Weighte Average Market price on date of granting the options 363.73

h) The Status of the above plan is as under:

Previous Year

Weighted

average

Exercise Price

(Rs)

Weighted

average Share

Price (Rs)

Nos.

Options Outstanding at the Beginning of the Year 2,71,760

Options Granted 1,68,084

Options Vested 1,09,370 345.49

Options Exercised 1,06,748

Options Lapsed / Forfeited -

Total Number of Options Outstanding at the End of the year 3,33,096

(ii) Employee Stock Grant Scheme of Godrej Properties Limited (a subsidiary of Godrej Industries Ltd.)

The ESGS Scheme is effective from 1st April, 2011, (the “Effective Date”) and shall continue to be in force until (i) its termination by the Board

or (ii) the date on which all of the shares to be vested under Employee Stock Grant Scheme 2011 have been vested in the Eligible Employees

and all restrictions on such Stock Grants awarded under the terms of ESGS Scheme, if any, have lapsed, whichever is earlier.

The Company instituted an Employee Stock Grant Scheme (GPL ESGS) approved by the Board of Directors, shareholders and the

Remuneration Committee.

The Scheme applies to the Eligible Employees, who are in whole-time employment of the Company or its Subsidiary Companies. The

entitlement of each employee would be decided by the Compensation Committee of the respective Company based on the employee’s

performance, level, grade, etc.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 25,00,000 (Twenty Five Lac) fully paid up equity

shares of the Company. Not more than 5,00,000 (Five Lac) fully paid up equity shares or 1% of the issued equity share capital at the time of

awarding the Stock Grant, whichever is lower, can be awarded to any one employee in any one year.

The Stock Grants shall vest in the Eligible Employees pursuant to the ESGS Scheme in the proportion of 1/3rd at the end of each year from the

date on which the Stock Grants are awarded for a period of three consecutive years or as may be determined by Compensation Committee,

subject to the condition that the Eligible Employee continues to be in employment of the Company or the Subsidiary company as the case

may be.

The Eligible Employee shall exercise her / his right to acquire the shares vested in her / him all at one time within 1 month from the date on

which the shares vested in her / him or such other period as may be determined by the Compensation Committee.

The Exercise Price of the shares has been fixed at Re. 1 per share. The intrinsic value, being the difference between market price and exercise

price is treated as Employee Compensation Expenses and charged to the Statement of Profit and Loss. The value of the options is treated as a

part of employee compensation in the financial statements and is amortised over the vesting period.

Following table lists the average inputs to the model used for the plan for the year ended 31st March, 2016:

Dividend yield of the options is

Expected volatility of the option is based on

historical volatility, during a period equivalent to

the option life, of the observed market prices of

the Company’s publicly traded equity shares.

Risk-free interest rates are based on the

government securities yield in effect at the time of

the grant.

1.00

The weighted average exercise price of the options outstanding as on 31st March, 2016 is Rs. 5 per share) and the weighted average

remaining contractual life of the options outstanding as on 31st March, 2016 0.84 years, as on 31st March, 2015: 0.98 years.

197


Particulars No. of Options

As on

31/03/2016

Exercise Price

(Rs.)Options Outstanding at the Beginning of the Year 2,98,380 5.00

Options Granted 1,63,507

Options Exercised 1,56,816

Less: Options Lapsed 50,474

Options Outstanding at the End of the year 2,54,597 5.00

Particulars Previous Year Description of the inputs used

Dividend yield % -

Expected volatility % 28% - 43%

Risk free Interest rate % 7.38% - 8.57%

Expected life of share options 1 to 3 years

Weighte Average Market price on date of granting the options Rs. 243.39

(II). GODREJ CONSUMER PRODUCTS LTD. (ceased to be a subsidiary on 30th March, 2017)

1. EMPLOYEE STOCK OPTION PLAN OF ERSTWHILE GODREJ HOUSEHOLD PRODUCTS LTD

a)

b) The status of the above plan (since inception) is as under: As at

31/03/2016

As at

31/03/2015Options Granted 21,29,000 21,29,000 Options Vested - - Options Exercised 20,000 - Options Lapsed / Forfeited, pending sale 15,000 - Options Lapsed / Forfeited and sold 20,94,000 20,94,000 Total Number of Options Outstanding - 35,000

The weighted average remaining contractual life of the options outstanding as on 31st March, 2016 is 0.89 years.

The fair value of the employee share options has been measured using the Black-Scholes Option Pricing Model. The weighted average fair

value of the options granted is Rs. 234.68 for the previous year.

Dividend yield of the options is based on recent

dividend activity.

Expected volatility of the option is based on

historical volatility, during a period equivalent to

the option life, of the observed market prices of

the Company’s publicly traded equity shares.

Risk-free interest rates are based on the

government securities yield in effect at the time of

the grant.

Under the Scheme of Amalgamation, the Company has obtained the ‘Godrej Sara Lee Limited Employees Stock Option Plan’ set up for eligible

employees of the erstwhile Godrej Household Products Limited. The equity shares of Godrej Industries Limited (GIL) are the underlying equity

shares for the stock option plan. The ESOP Scheme is administered by an independent ESOP Trust created with IL&FS Trust Company Limited.

The independent ESOP Trust has purchased shares of GIL from the market against which the options have been granted. The purchases have

been financed by loans from the erstwhile Godrej Household Products Limited, which together with interest amounted to Rs. 1.95 crore as at

beginning of the year. The ESOP Trust has made a net repayment of the loan amounting to Rs. 0.60 crore during the year. The total amount of

loans outstanding together with interest thereon as at March 31, 2016 amounts to Rs. 1.35 crore which had been fully adjusted against the

reserves in accordance with the scheme of amalgamation duly approved by the Hon’ble High Court of Judicature at Bombay in FY 2010-11.

The repayment of the loans granted to the ESOP Trust and interest thereon 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.

198


2. a)

b)

c)

d)

e)

f)

g)

h) The details of the scheme are as below:Employees Stock Grant Scheme 2011: Grant date from 2011 to 2016 5,23,595No. of options: 523,595Vesting Conditions: Vested in the proportion of 1/3rd at the end of each yearExercise price per share: Re.1Weighted average exercise price per share: Re.1Exercise period: within 1 month from the date of vestingMovement in the share options during the year: As at 31/03/2016Outstanding at the beginning of the year 1,74,121 Add: Granted during the year 71,230 Less: Exercised during the year 86,922 Less: Forfeited / elapsed during the year 17,333 Outstanding at the end of the year 1,41,096

Year Ended 31/03/2016Risk-free interest rate (%) 8.71%Expected life of options (years) 2Expected volatility (%) 33.20%Dividend yield 0.51%The price of the underlying share in market at the time of option grant Rs. 1124.2

3.

The Scheme applies to the Eligible Employees of the Company or its Subsidiaries. The entitlement of each employee will be decided by the

Compensation Committee of the Company based on the employee’s performance, level, grade, etc.

EMPLOYEE STOCK GRANT SCHEMEThe Company set up the Employees Stock Grant Scheme 2011 (ESGS) pursuant to the approval by the Shareholders on March 18, 2011.

The ESGS Scheme is effective from April 1, 2011, (the “Effective Date”) and shall continue to be in force until (i) its termination by the Board

or (ii) the date on which all of the shares to be vested under Employee Stock Grant Scheme 2011 have been vested in the Eligible Employees

and all restrictions on such Stock Grants awarded under the terms of ESGS Scheme, if any, have lapsed, whichever is earlier.

Pursuant to SEBI notification dated January 17, 2013, no further securities of the Company will be purchased from the open market.

The total number of Stock Grants to be awarded under the ESGS Scheme are restricted to 2,500,000 (Twenty Five Lac) fully paid up equity

shares of the Company. Not more than 500,000 (Five Lac) fully paid up equity shares or 1% of the issued equity share capital at the time of

awarding the Stock Grant, whichever is lower, can be awarded to any one employee in any one year.The Stock Grants shall vest in the Eligible Employees pursuant to the ESGS Scheme in the proportion of 1/3rd at the end of each year or as

may be decided by the Compensation Committee from the date on which the Stock Grants are awarded for a period of three consecutive

years subject to the condition that the Eligible Employee continues to be in employment of the Company or the Subsidiary company as the

case may be.

The Eligible Employee shall exercise her / his right to acquire the shares vested in her / him all at one time within 1 month from the date on

which the shares vested in her / him or such other period as may be determined by the Compensation Committee.

The Exercise Price of the shares has been fixed at ₹ 1 per share. The fair value value is treated as Employee Compensation Expenses and

charged to the Statement of Profit and Loss. The value of the options is treated as a part of employee compensation in the financial

statements and is amortised over the vesting period.

Weighted average remaining contractual life of options as at 31st March, 2017 was 1.56 years (31-Mar-16: 1.95 years and 01-Apr-15: 2.09

years).

Weighted average equity share price at the date of exercise of options during the year was ₹ 1,558.62 (previous year ₹ 1223.84).

The fair value of the employee share options has been measured using the Black-Scholes formula. The following assumptions were used for

calculation of fair value of grants:

199



45. DETAILS OF EMPLOYEE BENEFITS:The amount recognised in the Group Financial Statements as at the year end are as under :

(a) DEFINED BENEFIT PLAN – GRATUITY:(i) Change in Defined Benefit Obligation :

Liability at the beginning of the year 287.73 252.13 Current service cost 10.03 18.68 Interest cost 12.51 21.28 Benefit paid (13.59) (24.34) Exchange difference - 2.14 Actuarial (gain)/loss on obligations 7.62 17.84 Liability at the end of the year 304.30 287.73

(ii) Fair Value of Plan Assets:Fair value of plan assets at the beginning of the year 187.65 171.80 Expected return on plan assets 11.31 14.55 Contributions by Employer 14.90 23.65 Benefit paid (13.59) (24.34) Actuarial (gain)/loss on plan assets 1.09 1.99 Fair value of plan assets at the end of the year 201.36 187.65 Total Acturial gain/loss to be recognised (6.53) (15.85)

(iii) Amount recognised in the Balance Sheet:Liability at the end of the year 304.30 287.73 Fair value of plan assets at the end of the year 201.36 187.65 Funded status - Deficit / (Surplus) (102.94) (100.08) Amount recognised in the Balance Sheet (102.94) (100.08)

(iv) Expense recognised in the Statement of Profit and Loss:Current service cost 10.03 18.68 Interest cost 12.51 21.28 Expected return on plan assets (11.31) (14.55)

Total Expense recognised in the Statement of Profit and Loss 11.23 25.41

(v) Recognised in other comprehensive income for the year:

Actuarial (gain)/loss on obligations 7.62 16.97

Return on plan assets excluding interest income (1.09) (0.48) Amount recognised in other comprehensive income 6.53 16.49

(vi) Actuarial Assumptions:Discount rate 7.20% 8.06%Rate of return on plan assets 7.20% 8.06%Salary escalation 7.00% 7.50%

(vii) Estimated Contribution to be made in next financial year 22.47 30.66

200


(b) GENERAL DESCRIPTION OF DEFINED BENEFIT PLAN – GRATUITY:Gratuity is payable to all eligible employees of the Company on superannuation, death or permanent disablement, in terms of the provisions of the Payment of Gratuity Act, 1972, or as per the Company’s

(c) SENSITIVITY ANALYSIS

(Rupees in crore)

Discount Rate (1% movement) (11.96) 14.00 (10.22) 11.90

Future Salary Growth (1% movement) 13.89 (12.09) 11.85 (10.36)

Rate of Employee Turnover (1% movement) 0.06 (0.08) 0.36 (0.43)

Expected future benefit payments of Gratuity as on 31st March:

2018 : 34.02

2019 : 8.11

2020 : 13.82

2021 : 14.02

2022 : 13.22

Thereafter : 61.19

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions constant, would have affected

the defined benefit obligation by the amounts shown below:


201



(I). A. Accounting classification and fair values

(Rupees in crore)


Cost



Other investments * - - - - - 1.10 1.10 Quoted Equity Shares 5,093.68 - 5,093.68 5,093.68 - - 5,093.68 Unquoted Equity Shares 146.07 146.07

Trade Receivables - - 7.44 7.44 - - - - Loans - - 35.51 35.51 - - - - Other Financial Assets - - 2.56 2.56 - - - -

CurrentCurrent Investments 11.27 - - 11.27 11.27 - - 11.27 Trade Receivables - - 2,019.76 2,019.76 - - - -

Cash and cash equivalents - - 77.23 77.23 - - - -

Bank balances others 87.62 87.62 Loans - - 90.45 90.45 - - - -

Other Current Financial Assets - - 484.47 484.47 - - - -

Derivative asset 10.95 - - 10.95 - 10.95 - 10.95 22.22 5,239.75 2,805.04 8,067.01 5,104.95 10.95 1.10 5,117.00


Borrowings 1,134.72 1,134.72 - - - -

Other financial liabilities 295.35 295.35 - - - -

CurrentBorrowings - - 1,188.82 1,188.82 - - - -

Trade Payables - - 1,116.83 1,116.83 - - - -

Other financial liabilities 782.51 782.51

Derivative liability 11.36 - - 11.36 - 11.36 - 11.36 11.36 - 4,518.23 4,529.59 - 11.36 - 11.36

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value

hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount

is a reasonable approximation of fair value.


202



(Rupees in crore)


Cost



Other investments *Debentures - - 239.18 239.18 - 239.18 239.18 Quoted Equity Shares 7.05 31.81 - 38.86 39.39 - 39.39 Unquoted Equity Shares 1.53 0.05 9.04 10.62 0.05 1.53 - 1.58 Others 2.91 - 25.92 28.83 2.91 2.91

Trade Receivables - - 12.50 12.50 - - - - Loans - - 209.29 209.29 - 111.45 - 111.45 Other Financial Assets - - 17.26 17.26 - - - -

CurrentCurrent Investments 73.10 511.21 - 584.31 422.14 73.10 - 495.24 Trade Receivables - - 3,423.79 3,423.79 - - - - Cash and cash equivalents - - 795.75 795.75 - - - - Bank balances others - - 285.59 285.59 - - - - Loans - - 804.70 804.70 - 187.73 - 187.73 Other Current Financial Assets - - 1,052.37 1,052.37 - - - - Derivative asset 11.20 - - 11.20 11.20 11.20

95.79 543.07 6,875.39 7,514.25 461.58 627.10 - 1,088.68 (Rupees in crore)


Cost



Borrowings - - 5,156.67 5,156.67 - 10.86 - 10.86

Liabilities for business combinations 67.19 - - 67.19 Other financial liabilities - - 295.18 295.18 - - 67.19 67.19

CurrentBorrowings - - 6,648.31 6,648.31 - 118.77 - 118.77

Trade Payables - - 2,993.01 2,993.01 - - - - Option Liability 573.55 - - 573.55 - - 573.55 573.55 Other financial liabilities - - 1,923.86 1,923.86 - - - - Derivative liability 15.04 - - 15.04 - 5.21 - 5.21

655.78 - 17,017.03 17,672.81 - 134.84 640.74 775.58



203



(Rupees in crore)


Cost



Other investments - - - Debentures - 0.06 208.10 208.16 0.06 208.10 - 208.16 Quoted Equity Shares 9.44 - - 9.44 9.44 - - 9.44 Unquoted Equity Shares 13.36 0.05 - 13.41 - 13.41 - 13.41 Preference Shares 134.77 - - 134.77 - 134.77 - 134.77 Others 0.96 - 20.60 21.56 - 0.96 - 0.96

Trade Receivables - - 69.66 69.66 - - - - Loans - - - - - - - -

Security Deposits 7.89 - 133.09 140.98 - 107.24 - 107.24 Others - - 55.91 55.91 - - - -

Other Financial Assets - - 16.64 16.64 - - - - Current

Current Investments 742.87 - 31.36 774.23 584.12 158.75 - 742.87 Trade Receivables - - 2,812.73 2,812.73 - - - - Cash and cash equivalents - - 773.89 773.89 - - - - Bank balances others 476.40 476.40 Loans - - 649.95 649.95 - - - - Other Current Financial Assets - - 708.67 708.67 - - - - Derivative asset 3.42 - 3.42 - 3.42 - 3.42

912.71 0.11 5,957.00 6,869.82 593.62 626.65 - 1,220.27


Cost



Borrowings 4,022.60 4,022.60 - - - - Liabilities for business combinations - - 6.36 6.36 - - 6.36 6.36 Other financial liabilities - 200.80 200.80 - - - Derivative liability 1.96 12.94 14.90 1.96 1.96

CurrentBorrowings - - 5,613.09 5,613.09 - - - - Trade Payables - - 2,803.51 2,803.51 - - - - Option Liability 861.52 - - 861.52 - - 649.88 649.88 Other financial liabilities - - 2,124.44 2,124.44 - - - - Derivative liability 16.14 - - 16.14 - 16.14 - -

879.62 - 14,783.74 15,663.36 - 18.10 656.24 658.20

FVTPL - Fair Value Through Profit and Loss FVTOCI - Fair Value Through Other Comprehensive Income* The fair value in respect of the unquoted equity investments cannot be reliably estimated. The Company has currently measured them at net book value as per the latest audited financial statements available.

Level 2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or

indirectly (i.e. derived from prices).




204



The put option liability is fair valued at each reporting date through equity.

Reconciliation of level 3 fair values (Rupees in crore)Particulars Option liabilityAs at 1/4/2015 656.24 Net change in fair value 237.15 Payment of liability (521.74)Exchange difference 25.24 As at 31/3/2016 396.89

(I). B. Measurement of fair values

Valuation techniques and significant unobservable inputs:The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.Financial instruments measured at fair value

TypeNon-Current Investments - quoted The use of quoted market pricesNon-Current Investments - unquotedFixed rates long term borrowings

Forward contracts

(I). C. Financial risk managementThe Company has exposure to the following risks arising from financial instruments:▪ Credit risk ;▪ Liquidity risk ; and▪ Market risk

Risk management frameworkThe Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.

The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s

risk management policies. The committee reports regularly to the board of directors on its activities.


(1) Assets that are not financial assets (such as receivables from statutory authorities, export benefit receivables, prepaid expenses, advances

paid and certain other receivables) amounting to Rs. 259.42 crore as at 31-03-2017, Rs. 617.66 crore as at 31-03-2016 and Rs. 593.19 crore as at

01-04-2015, respectively, are not included.

(2) Other liabilities that are not financial liabilities (such as statutory dues payable, deferred revenue, advances from customers and certain

other accruals) amounting to Rs. 788.46 crore as at 31-03-2017, Rs. 1639.38 crore as at 31-03-2016 and Rs. 1418.98 crore as at 01-04-2015,

respectively, are not included.

Valuation technique

Net book value based on the last available financial statementsThe valuation model considers present value of expected payments

discounted using an appropriate discounting rate.

The fair value is determined using forward exchange rates at the reporting

dates.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits

and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in

market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to

maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and

reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its

oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the

results of which are reported to the audit committee.

205



(II). Liquidity risk

Exposure to liquidity risk

(Rupees in crore)


amount

Total Less than

6 months

6-12

months


5 years

Non-derivative financial liabilitiesBorrowings 1,825.12 2,581.78 1,214.56 34.48 551.35 780.67 0.74 Debentures 498.42 637.25 11.16 22.68 44.63 558.78 Trade Payables 1,116.83 1,116.83 1,116.83 - - - -

Other Financial Liabilities 1,089.22 1,089.22 1,089.22 - - - -


amount

Total Less than

6 months

6-12

months


5 yearsNon-derivative financial liabilities

Borrowings 11,307.07 12,414.21 7,405.26 29.67 2,386.52 2,332.35 260.41 Debentures 497.91 681.99 22.44 22.31 33.83 352.05 251.36

Trade Payables 2,993.01 2,993.01 2,963.63 - 14.29 15.09 -

Other Financial Liabilities 2,874.82 2,874.82 2,089.25 - 266.12 519.45 -

Derivative financial liabilitiesInterest rate swaps 16.58 36.11 26.56 3.86 3.58 2.11 -

Forward exchange contracts used for

hedging 0.57 106.19 105.62 0.57 - - -


amount

Total Less than

6 months

6-12

months


5 yearsNon-derivative financial liabilities

Borrowings 9,375.06 10,688.88 5,823.38 4.60 2,324.00 2,525.31 11.59 Debentures 260.64 277.64 277.64

Trade Payables 2,803.51 2,803.51 2,782.73 - 15.53 5.25 -

Other Financial Liabilities 3,224.15 3,224.15 2,929.28 - 294.87 - -

Derivative financial liabilitiesInterest rate swaps 12.94 48.22 23.10 - 25.12 - -

Forward exchange contracts used for

hedging 1.96 108.37 106.41 1.96 - - -

The Group also monitors the level of expected cash inflows on trade receivables together with expected cash outflows on trade payables.

Liquidity risk is the risk that the Company will encounter, in meeting the obligations associated with its financial liabilities that are settled

by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will

have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring

unacceptable losses or risking damage to the Company’s reputation.

The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously

monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

The Company also monitors the level of expected cash inflows on trade receivables together with expected cash outflows on trade

payables.

The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously

monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and

undiscounted, and include estimated interest payments and exclude the impact of netting agreements.




206



(III). Market risk

Price risk

Currency risk

Exposure to currency risk

(Rupees in crore)

As at 31/03/2017 USD EURO GBP Others

Financial AssetsCash and cash equivalents 1.94 - - - Trade Receivables 178.88 8.55 2.80 19.59 Less: Forward contracts for trade receivables (69.02) - - - Other non-current financial assets - - - -

111.80 8.55 2.80 19.59

Financial liabilities Long term borrowings - - - - Short term Borrowings 5.43 - - - Trade Payables 383.85 11.90 0.75 0.33 Less: Forward contracts for trade payables (328.72) - - - Other current financial liabilities - - - -

60.56 11.90 0.75 0.33

(Rupees in crore)As at 31/03/2016 USD EURO GBP OthersFinancial AssetsCash and cash equivalents 63.95 0.46 - 0.26 Current Investments 1.46 - - - Loans 1.65 - - - Trade Receivables 553.60 43.68 107.98 0.76 Less: Forward contracts for trade receivables (88.91) (35.82) - - Other non-current financial assets 23.01 1.13 - -

554.76 9.45 107.98 1.02

The currency profile of financial assets and financial liabilities as at 31/03/2017, 31/03/2016 and 1/4/2015 are as below:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market

prices. Market risk comprises of three types of risks: currency rate risk, interest rate risk and price risk. Financial instruments affected

by market risk includes borrowings, investments and derivative financial instruments. The Group has international operations and is

exposed to a variety of market risks, including currency and interest rate risks.

A Subsidiary invests its surplus funds in various debt instruments including liquid and short term schemes of debt mutual funds,

deposits with banks and financial institutions and non-convertible debentures (NCD’s). Investments in mutual funds and NCD’s are

susceptible to market price risk, arising from changes in interest rates or market yields which may impact the return and value of the

investments. This risk is mitigated by the Subsidiary by investing the funds in various tenors depending on the liquidity needs of the

Subsidiary.

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign

exchange rates. The Group has foreign currency trade payables and receivables and is therefore exposed to foreign exchange risk.

The Group mitigates the foreign exchange risk by setting appropriate exposure limits, periodic monitoring of the exposures and

hedging exposures using derivative financial instruments like foreign exchange forward contracts. The exchange rates have been

volatile in the recent years and may continue to be volatile in the future. Hence the operating results and financials of the Group may

be impacted due to volatility of the rupee against foreign currencies.

Following is the derivative financial instruments to hedge the foreign exchange rate risk as of:

207


(Rupees in crore)As at 31/03/2016 USD EURO GBP Others

Financial liabilities Long term borrowings 722.01 - - - Short term Borrowings 17.81 - - - Trade Payables 788.29 16.85 1.15 0.07 Less: Forward contracts for trade payables (205.31) (34.76) - - Other current financial liabilities 3.73 34.81 - -

1,326.53 16.90 1.15 0.07

(Rupees in crore)As at 01/04/2015 USD EURO GBP OthersFinancial AssetsCash and cash equivalents 121.72 5.25 0.31 0.22 Trade Receivables 421.45 30.98 5.82 1.36 Less: Forward contracts for trade receivables (78.82) (15.25) - - Other non-current financial assets 4.27 - - -

468.62 20.98 6.13 1.58

Financial liabilities

Long term borrowings 664.33 - - - Short term Borrowings 37.53 - - - Trade Payables 811.66 14.69 1.39 - Less: Forward contracts for trade payables (303.48) - - - Other Non-current financial liabilities 2.39 - - - Other current financial liabilities (0.05) 0.12 - -

1,212.38 14.81 1.39 -

(Rupees) 31-03-2017 31-03-2016 31-03-2015

USD 1 64.90 66.31 62.55 EUR1 69.34 75.45 67.24

GBP1 80.95 95.52 92.52

Sensitivity analysis

(Rupees in crore)

Effect Strengthening Weakening Strengthening Weakening Strengthening WeakeningUSD - 3% movement 1.54 (1.54) (23.15) 23.15 (22.31) 22.31 EUR - 3% movement (0.10) 0.10 (0.22) 0.22 0.19 (0.19)GBP - 3% movement 0.06 (0.06) 3.20 (3.20) - -

Profit or loss Profit or loss Profit or loss

Year-end spot rate

A reasonably possible 3% strengthening (weakening) of the Indian Rupee against USD/GBP/Euro at 31st March would have affected

the measurement of financial instruments denominated in USD/GBP/Euro and affected profit or loss by the amounts shown below.

This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales

and purchases.

as at 31/03/2017 as at 31/03/2016 as at 1/4/2015

208



(IV) Interest rate risk

Exposure to interest rate risk

Rupees in Crore

Nominal amount As at As at As at

31-03-2017 31-03-2016 31-03-2015BorrowingsFixed-rate borrowings 2,306.58 6,758.51 4,715.62 Variable-rate borrowings 5.02 6,011.29 3,386.59 Total 2,311.60 12,769.80 8,102.21

Cash flow sensitivity analysis for variable-rate instruments

(Rupees in crores) 100 bp increase 100 bp decrease




Fair value sensitivity analysis for fixed-rate instrumentsThe Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss.

Therefore, a change in interest rates at the reporting date would not affect profit or loss.

The Group’s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from financial

institutions. It is the Company’s policy to obtain the most favourable interest rate available, and to retain flexibility of fund-

raising options in future between fixed and floating rates of interest, across maturity profiles and currencies.

The Group’s interest rate risk arises from borrowings. Borrowings issued at floating rates exposes to fair value interest rate risk.

The interest rate profile of the Group’s interest-bearing financial instruments as reported to the management of the Group is as

follows.

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity

and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency

exchange rates, remain constant.

Profit or loss

209


46. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (continued)(V). Credit Risk

Trade receivables

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables.Impairment


31-03-2017 31-03-2016 01-04-2015Neither past due nor impaired 1,238.70 2,490.83 2,082.87 More than 6 months and less than 1 year 212.06 362.73 276.02 More than 1 year 576.44 582.73 523.50

2,027.20 3,436.29 2,882.39

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:Loans and advances given are monitored by the Group on a regular basis and these are neither past due nor impaired.

(Rupees in crore)Collective impairments

Balance as at 01/04/2015 124.01 Impairment loss recognised 23.24 Balance as at 31/03/2016 147.25 Impairment loss recognised 41.94 Balance as at 31/03/2017 189.19 Amounts written off as at 31/03/2016 30.68 Amounts written off as at 31/03/2017 31.44

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument

fails to meet its contractual obligations, and arises principally from the Group's receivables from

customers and investments in debt securities.

The carrying amount of financial assets represents the maximum credit exposure.Credit risk refers to the risk of default on its obligations by a counterparty to the Group resulting in a

financial loss to the Group. The Group is exposed to credit risk from its operating activities (trade

receivables) and from its investing activities including investments in mutual funds, deposits with banks

and financial institutions and NCD’s, foreign exchange transactions and financial instruments.

Credit risk from trade receivables is managed by each business unit subject to the Group’s policies,

procedures and controls relating to customer credit risk management by establishing credit limits, credit

approvals and monitoring credit worthiness of the customers to which the Group extends credit in the

normal course of business. Outstanding customer receivables are regularly monitored. The Group has no

concentration of credit risk as the customer base is widely distributed.

Credit risk from investments of surplus funds is managed by the Group’s treasury in accordance with the

Board approved policy and limits. Investments of surplus funds are made only with those counterparties

who meet the minimum threshold requirements prescribed by the Board. The Group monitors the credit

ratings and financial strength of its counter parties and adjusts its exposure accordingly.

Credit risk arises from the possibility that customers may not be able to settle their obligations as

agreed. To manage this, the businesses periodically assesses the financial reliability of customers, taking

into account the financial condition, current economic trends, analysis of historical bad debts and ageing

of accounts receivable.

The ageing of trade receivables that were not impaired was as follows.

Management believes that the unimpaired amounts that are past due by more than 6 months are still

collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk,

including underlying customers’ credit ratings if they are available.

210


47. CAPITAL MANAGEMENT

As at As at As at

31-03-2017 31-03-2016 01-04-2015

Non-current borrowings 1,134.72 5,156.67 4,022.60 Current borrowings 1,188.82 6,648.31 5,613.09 Current maturity of long-term borrowings 195.79 866.27 1,279.81 Gross Debt 2,519.33 12,671.25 10,915.50 Less : Cash and cash equivalent 77.23 795.75 773.89 Less : Other bank deposits 87.62 285.59 476.40 Less : Current Investments 11.27 584.31 774.23 Adjusted net debt 2,343.21 11,005.60 8,890.98

Total equity 7,799.44 9,178.57 8,634.07 Adjusted net debt to equity ratio 0.30 1.20 1.03

The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to

sustain future development of the business. Management monitors the return on capital as well as the level of dividends to

ordinary shareholders.

The board of directors seeks to maintain a balance between the higher returns that might be possible with higher levels of

borrowings and the advantages and security afforded by a sound capital position.

The Group monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as

total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents. The Group's adjusted net

debt to equity ratio for 3 years is given below:

(Rupees in crore)

211


48 : MASTER NETTING OR SIMILAR AGREEMENTS

(Rupees in crore)

Gross

Amounts

Gross amounts

set off in the

balance sheet

Net amounts

presented in the

balance sheet

Amounts subject to

master netting

arrangements

Financial

instrument

collateral

Net

amount

31-03-2016

Financial assets

Derivative instruments 1.65 - 1.65 1.65 - -

Financial liabilities

Derivative instruments 4.82 - 4.82 -1.65 - 3.17

01-04-2015

Financial assets - -

Derivative instruments 2.22 - 2.22 - - 2.22

49A : ASSETS PLEDGED AS SECURITY

The carrying amount of assets pledged as security for current and non-current borrowings are:

(Rupees in crore)

As at

31/03/2016

As at

01/04/2015

Current

Financial assets

Floating charge

Receivables 1.10 0.34

Total (a) 1.10 0.34

Non Financial assets

First charge

Inventories (b) 21.73 11.43

Total current assets pledged as security ( c ) = (a) + (b) 22.83 11.77

Non Current

First charge

Others 15.20 -

Total non-current assets pledged as security (d) 15.20 -

Total assets pledged as security ( e ) = (c) + (d) ( e ) = (c) + (d) 38.03 11.77

The following table presents the recognised financial instruments that are offset, or subject to enforceable master netting

arrangements and other similar agreements but not offset, as at 31/3/2016 and 1/4/2015.

Particulars

Effects of offsetting on the balance sheet Related amounts not offset

212


49B. GOODWILL AND OTHER INTANGIBLE ASSETS WITH INDEFINITE USEFUL LIFE

For the purpose of impairment testing, goodwill has been allocated to the Group's CGU as follows:

(Rupees in crore)

Particulars As at

31/03/2016

As at

01/04/2015

India 2.47 2.47

Indonesia 1,298.58 1,308.56

Africa (including SON) 2,248.20 2,167.29

Argentina 305.11 275.91

Others 288.00 292.21

Total 4,142.36 4,046.44

For the purpose of impairment testing, brands have been allocated to the Group's CGU as follows:

Particulars As at

31/03/2016

As at

01/04/2015

India 791.42 791.42

Africa (including SON) - -

Particulars As at

31/03/2016

As at

01/04/2015

Pre Tax discount rate 16.79% - 26.45% 16.79% - 26.45%

Long term growth rate beyond 5 years 2% - 3% 2% - 3%

The recoverable amount of a CGU is based on its value in use. The value in use is estimated using discounted cash flows over a

period of 5 years. Cash flows beyond 5 years is estimated by capitalising the future maintainable cash flows by an appropriate

capitalisation rate and then discounted using pre tax discount rate.

Operating margins and growth rates for the five year cash flow projections have been estimated based on past experience and

after considering the financial budgets/ forecasts approved by management. Other key assumptions used in the estimation of

the recoverable amount are set out below.The values assigned to the key assumptions represent management's assessment of

future trends in the relevant industries and have been based on historical data from both external and internal sources.

The pre tax discount rate is based on risk free rate, beta variant adjusted for market premium and company specific risk factors.

As at 31st March, 2016 and 1st April, 2015, there was no impairment for goodwill and other intangible assets.

With regard to the asessment of value in use, no reasonably possible change in any of the above key assumptions would cause

the carrying amount of the CGUs to exceed their recoverable amount.

213


50. ADDITIONAL INFORMATION ABOUT BUSINESS SEGMENTS(Rupees in Crore)

Consumer

Durables

Industrial

Products

Estate and

Property

Development

Personal

and

Household

Care

products

Veg Oils Animal Feed Others Corporate/

Unallocated

Total Company Consumer

Durables

Industrial

Products

Estate and

Property

Development

Personal and Household

Care products

Veg Oils Animal Feed Others Corporate/

Unallocated

Total Company

REVENUE

Domestic Sales 6,826.82 2,135.94 1,749.83 4,914.33 2,489.20 4,034.37 434.00 - 22,584.49 6,211.41 1,827.86 2,777.29 4,743.08 1,274.09 3,480.77 504.06 - 20,818.56

Export Sales 117.65 436.56 - 4,616.85 - - - 5,171.06 135.93 415.42 - 3,985.77 - - (0.44) - 4,536.68

SALE OF PRODUCTS AND SERVICES

(Gross)6,944.47 2,572.50 1,749.83 9,531.18 2,489.20 4,034.37 434.00 - 27,755.55 6,347.34 2,243.28 2,777.29 8,728.85 1,274.09 3,480.77 503.62 - 25,355.24

Inter-Segment Transfers 20.46 75.13 187.12 121.81 0.03 1.31 11.85 - 417.71 192.63 21.85 120.77 116.11 - - 122.14 - 573.50

Other Operating Revenue/Other

Income64.71 72.63 - 99.85 296.01 - 2.92 - 536.12 70.39 69.82 11.34 66.82 243.65 - 2.24 464.26

SEGMENT REVENUE 7,029.64 2,720.26 1,936.95 9,752.84 2,785.24 4,035.68 448.77 - 28,709.38 6,610.36 2,334.95 2,909.40 8,911.78 1,517.74 3,480.77 628.00 - 26,393.00

Less: Inter-Segment Revenue (417.71) (573.50)

28,291.67 25,819.50


TOTAL REVENUE 28,292.20 25,819.71

RESULTS FROM OPERATIONS

gc

Profit before Corporate / Common

Expenses, Interest, Depreciation and

Amortization

676.02 131.98 371.58 1,887.85 326.61 243.47 38.26 (1.37) 3,674.40 618.35 39.83 508.99 1,672.54 201.84 297.03 20.76 (115.17) 3,244.17

Depreciation 97.36 55.51 27.31 140.79 41.45 56.88 49.98 - 469.28 93.28 49.86 44.42 100.63 22.16 48.28 21.15 - 379.78

SEGMENT RESULTS (Profit before

Corporate / Common Expenses and

Interest)

578.66 76.47 344.27 1,747.06 285.16 186.59 (11.72) (1.37) 3,205.12 525.07 (10.03) 464.57 1,571.91 179.68 248.75 (0.39) (115.17) 2,864.39


Total Profit/(Loss) on Sale of Fixed Assets (Net) 2.83 -

Total Profit on Sale of Investments (Net) 137.45 (30.08)

3,345.93 2,834.52

Less: Interest (Net of Interest Income) 414.47 413.46

Less: Other Unallocated Corporate /

Common Expenses574.64 655.26

Less: Exceptional Items (685.47) (363.59)

Less: Share of Profit/(Loss) in Associate (446.45) (612.15)

PROFIT BEFORE TAX 2,595.84 790.06

Provision for Taxes 653.63 455.64

PROFIT FOR THE YEAR 1,942.22 334.42

CAPITAL EMPLOYED (at the end of the year)

k+fa Segment Assets 2,729.68 2,338.47 - - - - 131.81 2,704.37 7,904.33 2,660.34 1,776.14 6,125.42 9,753.23 1,768.56 2,391.08 2,483.08 150.32 27,108.17

o Segment Liabilities 587.51 859.39 - - - - 47.39 3,926.42 5,420.71 714.89 638.47 4,313.44 5,476.17 726.84 824.46 170.64 6,732.95 19,597.86

ndaSEGMENT CAPITAL EMPLOYED

(Segment Assets - Segment Liabilities)2,142.17 1,479.08 - - - - 84.42 (1,222.05) 2,483.62 1,945.45 1,137.67 1,811.98 4,277.06 1,041.72 1,566.62 2,312.44 (6,582.63) 7,510.32

Investments 5,300.56 1,492.38

Add/(Less): Deferred Tax Asset /

(Liabilities) (Net)15.26 175.87

TOTAL CAPITAL EMPLOYED (NET

ASSETS) (as per Balance Sheet)7,799.44 9,178.57

CAPITAL EXPENDITURE

TOTAL CAPITAL EXPENDITURE (as per Balance

Sheet)153.49 185.06 - - - - 13.99 207.30 559.84 153.65 205.28 10.55 409.42 (0.36) (0.07) 0.41 27.76 806.64


214 Godrej & Boyce Mfg. Co. Ltd.


Information about Secondary Business Segments for the year ended 31-03-2016

A subsidiary engaged in the manufacturing of personal and household products has identified geographical segments as reportable segments which are as follows:

Revenue by Geographical markets India Indonesia

Africa

(including

Strength of

Nature) Others Total India Indonesia

Africa (including Strength

of Nature) Others

Less:

Intersegment

Eliminations Total

Segment Revenue 22,407.13 1,451.19 1341.35 1193.33 26,393.00 Segment Assets 20,046.68 2,527.31 3,847.10 867.04 (179.96) 27,108.17

Add/(Less): Inter Segment Revenue (556.54) (6.94) -1.49 -8.53 (573.50) Segment Liabilities 18,748.60 339.68 279.59 302.86 (72.87) 19,597.86 Income from Operations 21,850.59 1,444.25 1,339.86 1,184.80 25,819.50 Total Capital Employed 1,298.09 2,187.63 3,567.51 564.18 (107.09) 7,510.32

Segment Result 2,138.06 290.49 226.35 150.79 2,805.69

Add/(Less): Inter Segment (19.75) (5.99) (0.04) (25.78) Capital Expenditure 691.32 28.27 65.65 21.40 - 806.64

Other Income 404.10 14.39 14.66 1.03 434.18

Depreciation and Amortisation (324.05) (17.75) (15.38) (22.60) (379.78)

Interest cost (413.46)

Unallocable costs (655.05)

Exceptional Items (363.59)

Share of Profit of Equity Accounted

Investees (net of Income Tax) (612.15)

Profit Before Tax 790.06

Tax expense 455.64 Profit After Tax 334.42

Note: Geographical segment reporting is not applicable for the year 2016-17, since the Group is not the holding company for the subsidiary which had identified geographical segments as reportable segments.

Business SegmentsThe Indian Accounting Standard 108 (Ind AS-108) on “Segment Reporting” requires disclosure of segment information to facilitate better understanding of the performance of an enterprise’s business operations. The Company has identified Business Segments to comply with the operating segment disclosures as per Ind AS-108, considering the organization structure, internal financial reporting system, and the risk-return profiles of the businesses.The Company’s organisation structure and management processes are designed to support effective management of multiple businesses while retaining focus on each one of them.

(a) Identification of Business SegmentsThe Consumer Durables segment includes Furniture, Office Equipment, Home Appliances, Locks and Security Equipment. The Industrial Products segment includes Process Plant and Equipment, Toolings, Special Purpose Machines, Precision Components/Engineering, Electricals and Electronics, Electric Motors, Storage Solutions and Material Handling Equipment. Chemicals includes the business of production and sale of Oleochemicals and Surfactants such as Fatty Acids, Fatty Alcohols, refined glycerine, Alpha Olefin Sulphonates, Sodium Lauryl Sulphate and Sodium Lauryl Ether Sulphate. Animal Feed segment includes the business of production and sale of compound feeds for cattle, poultry, shrimp and fish. Veg oils segment includes the business of processing and bulk trading of refined vegetable oils & vanaspati,international vegetable oil trading and Oil Palm Plantation. Estate & property development segment includes the business of development and sale of real estate and leasing and leave and licensing of properties. Ready-mix Concrete, Integrated Poultry, Agri Inputs and tissue culture, seeds business, energy generation through windmills and gourmet foods and fine beverages are included under Other operations. The geographical segments consists of Sales in India represent sales to customers located in India and Sales outside India represent sales to customers located outside India.

(b) Segment Revenue, Results, Assets and LiabilitiesSegment revenue and results are arrived at based on amounts identifiable to each of the segments. Inter-segment transfers are valued at cost or market-based prices, as may be negotiated between the segments with an overall optimization objective for the Company. Other unallocated expenses include corporate expenses, as well as expenses incurred on common shared-services provided to the segments. Segment assets include all operating assets used by the business segment and consist mainly of net fixed assets, debtors and inventories. Segment liabilities primarily include creditors and advances from customers. Unallocated assets mainly relate to the factory, administrative, employee welfare, and marketing infrastructure at Vikhroli, Mumbai and at up-country establishments, not directly identifiable to any business segment. Liabilities which have not been identified between the segments are shown as unallocated liabilities.

215


51. DISCLOSURES OF JOINT VENTURES AND ASSOCIATES :

1 Equity accounted investees

Financial information of joint ventures and associates that are material to the Group is provided below :(Rupees in crore)

Carrying Amounts

31-03-2017 31-03-2016 01-04-2015Godrej Consoveyo Logistics Automation Ltd. (formerly Godrej Efacec Automation and Robotics Ltd.) India 49.00% Joint Venture Equity method 10.35 7.90 7.58

Geometric Ltd. India 18.72% Associate Equity method - 318.31 308.19

Urban Electric Power Inc., USA USA 19.66% Associate Equity method 18.82 24.98 14.63

Godrej Tyson Foods Limited* India 49.00% Joint Venture Equity method - 74.64 65.51 ACI Godrej Agrovet Private Limited* Bangladesh 50.00% Joint Venture Equity method - 51.45 34.78 Al Rahaba International Trading Limited Liability

Company

U.A.E 24.00% Associate Equity method-

3.16 4.07

Polchem Hygiene Laboratories Private Limited India 26.00% Associate Equity method-

- 5.85

Personalitree Academy Ltd. India 25.49% Associate Equity method - - - Bhabhani Blunt Hairdressing India Pvt. Ltd. India 30.00% Associate Equity method - 22.42 22.31

Godrej and Khimji (ME) LLC Oman 49.00% Associate Equity method 17.52 15.04 15.74

Joint Ventures of Property Business India Joint Venture Equity method - 58.25 39.39 Total equity accounted investments 46.69 576.15 518.05

Omnivore India Capital Trust India Investment

entity

FVTPL 25.93 12.11

2(Rupees in crore)

As at

31/03/2016

As at

01/04/2015

As at

31/03/2016As at 01/04/2015

Ownership 49% 49% 50% 50%Cash and cash equivalent 5.54 5.31 2.95 1.12 Other current assets 54.60 44.60 116.78 50.94 Total current assets 60.14 49.91 119.73 52.06 Total non-current assets 148.81 138.51 193.13 153.60 Total assets 208.95 188.42 312.86 205.66 Current liabilites

Financial liabilities (excluding trade payables and

provisions) 18.45 15.85 119.69 32.29 Other liabilities 17.72 15.57 29.58 19.01

Total current liabilities 36.17 31.42 149.27 51.30 Non Current liabilites


provisions) - - 57.91 84.02 Other liabilities 10.13 8.21 3.00 0.84

Total non current liabilities 10.13 8.21 60.91 84.86 Total liabilities 46.30 39.63 210.18 136.16

Net assets 162.65 148.79 102.68 69.50 Groups' share of net assets 79.70 72.91 51.34 34.75 Carrying amount of interest in Associate / Joint

Venture 74.64 65.51 51.45 34.78

Summary financial information of material Joint Venture and Associates not adjusted for the percentage ownership held by the Company, is as follows:

Name of the entityPlace of

business

% of

ownership Relationship

Accounting

method

Godrej Tyson Foods Ltd. ACI Godrej Agrovet Pvt. Ltd.

216


51. DISCLOSURES OF JOINT VENTURES AND ASSOCIATES : (Contd.)(Rupees in crore)

As at

31/03/2017

As at

31/03/2016

As at

01/04/2015

As at

31/12/2016As at 31/12/2015 As at 31/12/2014

Ownership 49% 49% 49% 19.66% 19.66% 16.38%Cash and cash equivalent 0.16 0.85 1.45 1.36 21.82 15.83 Other current assets 66.12 63.84 57.90 2.03 2.65 1.90 Total current assets 66.28 64.69 59.35 3.39 24.47 17.73 Total non-current assets 3.56 2.02 1.69 22.38 10.58 9.50 Total assets 69.84 66.71 61.04 25.77 35.05 27.23 Current liabilites


provisions) 1.70 16.78 14.57 16.95 - - Other liabilities 46.58 31.91 30.74 6.10 3.31 3.17

Total current liabilities 48.28 48.69 45.31 23.06 3.31 3.17 Non Current liabilites


provisions) - - - - - - Other liabilities 0.44 0.30 0.19 1.36 1.32 -

Total non current liabilities 0.44 0.30 0.19 1.36 1.32 - Total liabilities 48.72 48.99 45.50 24.41 4.63 3.17

Net assets 21.12 17.72 15.54 1.36 30.42 24.06 Groups' share of net assets 10.35 8.68 7.61 0.27 5.98 3.94 Carrying amount of interest in Associate / Joint

Venture 10.35 7.90 7.58 18.82 24.98 14.63

(Rupees in crore)

Godrej Tyson Foods

Ltd.

ACI Godrej Agrovet Pvt.

Ltd.

Year ended

31/03/2017

Year ended

31/03/2016

Year ended

31/12/2016

Year ended

31/12/2015Revenues 99.10 84.30 2.03 - 451.01 535.60

Interest income 0.36 0.58 1.36 3.31 0.46 0.20

Depreciation and amortisation 0.63 0.46 3.39 2.65 (14.32) -

Interest expense 0.78 1.72 0.05 0.03 (0.06) (5.53)

Income tax expense 1.68 2.26 (1.36) 1.32 (6.31) (7.36)

Profit from continuing operations 3.40 4.12 (31.19) (26.45) 14.07 34.89

Profit from discontinued opertaions - - - -

Profit for the year 3.40 4.12 (31.19) (26.45) 14.07 34.89

Other comprehensive income (0.01) (0.02) - - (0.21) -

Total comprehensive income 3.39 4.10 (31.19) (26.45) 13.86 34.89

Group's share of profit 1.67 2.02 (6.13) (5.20) 6.89 17.45

Group's share of Other comprehensive income (0.01) (0.01) - - (0.10) -

Group's share of Total comprehensive income 1.66 2.01 (6.13) (5.20) 6.79 17.45

Godrej Consoveyo Logistics

Automation Ltd. Urban Electric Power Inc., USA

Year ended 31/03/2016

Godrej Consoveyo Logistics Automation Ltd. Urban Electric Power Inc., USA

217


52. BUSINESS COMBINATION(i) Amalgamation of Cartini India Ltd. with the Company:

(a) A Scheme of Amalgamation ("the Scheme") of Cartini India Ltd. (Cartini) with the Company with effect from 1st April 2016, was sanctioned by the Hon'ble High Court of Judicature at Bombay (“the Court”) on 20th June, 2016.The certified copies of the Order of the Court sanctioning the Scheme were filed by Cartini and the Company with theMinistry of Corporate Affairs on 30th July, 2016 and 1st August, 2016, respectively, and the Scheme became effective from 1st August, 2016. Accordingly, the Scheme has been given effect to in the accounts for the year,and the entire undertaking of erstwhile Cartini stands transferred to and vested in the Company as a going concern and Cartini, without any further act, stands dissolved without winding up. Cartini was mainly engaged in the business of manufacturing locks.

(b) The amalgamation was accounted for as specified in the Scheme. The details of adjustments made in the accounts

pursuant to the Scheme are set out below:

Value of Net Assets of Cartini India Ltd. taken over as at 1st


Rupees

Fixed Assets (Gross Block) 84,55,54,066

Less: Accumulated Depreciation 10,04,42,804

Fixed Assets (Net Block) 74,51,11,262

Add: Capital Work-in-Progress 4,54,57,533

Total Fixed Assets (Net) 79,05,68,795

Non-current Investments 10,49,41,990

Other Non-current Assets 57,33,829




Short-term loans and advances 2,36,82,995

Other Current Assets 3,989

Total Assets (A) 1,22,42,40,248

Less: Liabilities:

Deferred Tax Liability (Net) 4,71,69,134

Other Non-current Liabilities 3,35,710



Short-term Provisions 24,41,492



Less: 15,538 equity shares of Rs.100 each of the Company issued at par, credited as fully paid

up, to the shareholders of Cartini 15,53,800

99,04,45,364

As per the Order of the Court, the balance adjusted against:




Capital Reserve (9,41,870)

99,04,45,364

(c) All assets and liabilities, have been recorded in the books of the Company at the values appearing in the books of Cartini as at the closing balance sheet as at 31st March, 2016. As per para 18 of Ind AS, 103, Business Combinations, the acquirer shall measure the identifiable assets acquired and the liabilities assumed at their acquisition-date fair values. However, the above acquisition was recorded at book value, under a Court scheme. As per valuation report issued by valuers, V. S. Dastur and Co., Chartered Accountants, the fair value of Cartini shares amounted to Rs. 16,213 per share, totalling to Rs. 99,21,22,109, for 61,193 shares of Cartini. Had the acquisition been at fair value, the resultant Capital Reserve would have amounted to Rs. 18,77,88,625.

(d) With effect from 1st April, 2016, all debts, liabilities, duties and obligations of Cartini as at the close of businesson the date preceding the aforesaid date, whether or not provided in the books of Cartini, and all liabilitieswhich arise or accrue on or after 1st April, 2016 shall be deemed to be the debts, liabilities, duties and obligations of the Company.

(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant tothe Scheme, in the name of the Company, such asset and liabilities continue to be in the name of Cartini.

(f) Since the aforesaid Scheme, which is effective from 1st April, 2016, has been given effect to in these accounts, the figures for the current year to that extent are not comparable with those of the previous year.

218


(ii) Amalgamation of Godrej Investments Private Ltd. with the Company:(a) A Scheme of Amalgamation ("the Scheme") of Godrej Investments Pvt. Ltd. (GIPL) with the Company with effect from

29th March 2017, was sanctioned by the National Company Law Tribunal (“NCLT”), Mumbai Bench on 23rd August, 2017 and certified copies of the Order of the NCLT sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on 18th September, 2017. Accordingly, the Scheme has been given effect to in the accounts for the year,and the entire undertaking of erstwhile GIPL stands transferred to and vested in the Company as a going concern and GIPL, without any further act, stands dissolved without winding up. GIPL was mainly an investment company.

(b) The amalgamation was accounted for as specified in the Scheme. GIPL holds 1,77,432 equity shares in the Company.The details of adjustments made in the accounts pursuant to the Scheme are set out below:

Value of Net Assets of Godrej Investments Pvt. Ltd. taken over

as at 29th March, 2017 (See Notes below):

Rupees

Non-current Investments 2,27,91,65,713

Less: Investments in the Company's Equity Shares (at cost) (10,81,33,528)

Non-current Investments (other than Equity Shares in the Company held by GIPL 2,17,10,32,185

Long term loans and advances 73,91,260


Short term loans and advances 76,37,21,530

Total Assets (A) 2,94,35,20,980

Less: Liabilities:

Borrowings 1,04,25,00,000


Total Liabilities (B) 1,04,98,35,287

Total Value of Net Assets taken over *(A) – (B)+ 1,89,36,85,693


General Reserve (65,38,06,281)

Surplus as per the Order of the Court 32,74,19,580

Other Comprehensive Income (1,64,15,70,020)

(1,96,79,56,721)

Balance - Adjusted as Capital Reserve on Business Combinations (7,42,71,028)

(c) All assets and liabilities, have been recorded in the books of the Company at the values appearing in the books of GIPL as at the closing balance sheet as at 29th March, 2017.

(d) With effect from 29th March, 2017, all debts, liabilities, duties and obligations of GIPL as at the close of business on the date preceding the aforesaid date, whether or not provided in the books of GIPL, and all liabilities which arise or accrue on or after 29th March, 2017 shall be deemed to be the debts, liabilities, duties and obligations of the Company.

(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant tothe Scheme, in the name of the Company, such asset and liabilities continue to be in the name of GIPL.

(f) Upon the Scheme coming into effect, and in consideration for the amalgamation of GIPL with the Company, the Companywill issue and allot 1,77,429 equity shares at par, credited as fully paid up, to the shareholders of GIPL, whose namesappear in the Register of Members of GIPL, on the Effective Date, ie. 18th September, 2017, in the ratio of 1 fully paidequity share of Rs. 100 each of the Company for each share of Rs. 100 each held by GIPL in the Company.

219


(iii) Amalgamation of wholly-owned subsidiary Busbar Systems (India) Ltd. with the Company:(a) A Scheme of Amalgamation ("the Scheme") of Busbar Systems (India) Ltd. (Busbar) with the Company with effect from

1st April 2016, was sanctioned by the National Company Law Tribunal (“NCLT”), Mumbai Bench, on 23rd August, 2017and by the National Company Law Tribunal (“NCLT”), Bangalore bench, on 16th October, 2017 and certified copies of the Order of the NCLT sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on28th October, 2017 and with the Registrar of Companies, Bangalore on 26th October, 2017. Accordingly, the Scheme has been given effect to in the accounts for the year, and the entire undertaking of erstwhile Busbar stands transferred to and vested in the Company as a going concern and Busbar, without any further act, stands dissolved without winding up. Busbar was mainly engaged in the business of manufacturing busbars. The amalgamation was accounted for as specified in the Scheme.


Value of Net Assets of Busbar Systems (India) Ltd. taken over as

at 1st April, 2016 (See Notes below):

Rupees

Tangible Assets (Gross Block) 2,63,62,045


Tangible Assets (Net Block) 2,19,69,029

Intangible Assets (Gross Block) 7,56,530


Intangible Assets (Net Block) 4,09,452

Total Fixed Assets 2,23,78,481


Deferred Tax Asset (Net) 23,04,911





Other Current Assets 3,03,14,422


Less: Liabilities:

Non-Current Liabilities - Provisions 11,04,598






Current tax liabilities 43,20,910




General Reserve 25,37,000


Other Comprehensive Income (68,099) 9,66,13,215

5,00,000

Less: Book Value of equity shares held by the Company in Busbar written off 22,05,50,000

Balance (22,00,50,000)

Adjusted against: Retained Earnings and General Reserve of Busbar 9,66,81,314

Adjusted as Capital Reserve on Business Combinations (12,33,68,686)

(c) All assets and liabilities, have been recorded in the books of the Company at the values appearing in the books of Busbar as at the closing balance sheet as at 31st March, 2016.

(d) With effect from 1st April, 2016, all debts, liabilities, duties and obligations of Busbar as at the close of business on thedate preceding the aforesaid date, whether or not provided in the books of Busbar, and all liabilities which arise or accrueon or after 1st April, 2016 shall be deemed to be the debts, liabilities, duties and obligations of the Company.

220


(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant tothe Scheme, in the name of the Company, such asset and liabilities continue to be in the name of Busbar.


(iv) Amalgamation of wholly-owned subsidiary Mercury Manufacturing Company Ltd. with the Company:(a) A Scheme of Amalgamation ("the Scheme") of Mercury Manufacturing Company Ltd. (MMCL) with the Company

with effect from 1st April 2016, was sanctioned by the National Company Law Tribunal (“NCLT”), Mumbai bench, on 23rd August, 2017 and by the National Company Law Tribunal (“NCLT”), Chennai Bench, on 14th September, 2017 and certified copies of the Order of the NCLT sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra and Chennai on 3rd October, 2017. Accordingly, the Scheme has been given effect to in the accounts for the year, and the entire undertaking of erstwhile MMCL stands transferred to and vested in the Company as a going concern and MMCL, without any further act, stands dissolved without winding up. MMCL was mainly engaged in the business of manufacture and export of steel furniture. The amalgamation was accounted for as specified in the Scheme.


Value of Net Assets of Mercury Manufacturing Company Ltd.

taken over as at 1st April, 2016 (See Notes below):

Rupees

Fixed Assets (Gross Block) 7,43,01,925


Total Fixed Assets (Net Block) 6,60,93,251


Other Assets (Non-Current) 25,22,774

Total Non-Current Assets 6,87,42,876





Other Assets (Current) 41,00,462


Less: Liabilities:

Non-Current Liabilities

Deferred Tax Liability (Net) 51,32,309

Long-term Provisions 25,47,488

Current Liabilities




Other Financial Liabilities 60,31,857


Provisions 3,62,560

Current Tax Liabilities (Net) 15,92,978



Adjusted against:




Other Comprehensive Income (14,05,253) 13,12,50,716

3,75,00,000

Less: Book Value of equity shares held by the Company in MMCL written off 12,51,65,103

Balance adjusted against Retained Earnings (8,76,65,103)

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(c) All assets and liabilities, have been recorded in the books of the Company at the values appearing in the books of MMCL as at the closing balance sheet as at 31st March, 2016.

(d) With effect from 1st April, 2016, all debts, liabilities, duties and obligations of MMCL as at the close of businesson the date preceding the aforesaid date, whether or not provided in the books of MMCL, and all liabilities which arise or accrue on or after 1st April, 2016 shall be deemed to be the debts, liabilities, duties and obligations of the Company.

(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant tothe Scheme, in the name of the Company, such asset and liabilities continue to be in the name of MMCL.


(v) Amalgamation of wholly-owned subsidiary companies, East View Estates Pvt. Ltd., First Rock Infrastructure Pvt. Ltd.and Miracletouch Developers Pvt. Ltd. with the Company:(a) A Scheme of Amalgamation ("the Scheme") of East View Estates Pvt. Ltd., First Rock Infrastructure Pvt. Ltd. and

Miracletouch Developers Pvt. Ltd. ("three subsidiaries") with the Company with effect from 1st April 2015,was sanctioned by the Hon'ble High Court of Judicature at Bombay (“the Court”) on 8th July, 2016 and certified copiesof the Order of the Court sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on 8th July,2016. Accordingly, the Scheme has been given effect to in the accounts for the year, and the entire undertaking of the erstwhile three subsidiaries stands transferred to and vested in the Company as a going concern and the threesubsidiaries, without any further act, stands dissolved without winding up. The three subsidiaries were mainly engagedin the business of land development.


Rupees

Value of Net Assets of the three subsidiaries taken over as at 1st


East View

Estates Pvt. Ltd.

First Rock

Infrastructure

Pvt. Ltd.

Miracletouch

Developers Pvt. Ltd.

Total

Fixed Assets (Freehold Land) 3,43,49,155 8,20,30,163 6,19,78,315 17,83,57,633

Long-term loans and advances 61,565 61,565

Cash and Cash equivalents 3,25,412 27,668 17,889 3,70,969

Short-term loans and advances 20,331 1,09,289 1,29,620

Total Assets (A) 3,47,36,132 8,20,78,162 6,21,05,493 17,89,19,787

Less: Liabilities:

Short-term borrowings 4,60,42,437 12,36,42,674 9,13,54,069 26,10,39,180

Trade Payables 8,764 132 8,896

Other Current Liabilities 11,236 11,368 22,604

Total Liabilities (B) 4,60,51,201 12,36,53,910 9,13,65,569 26,10,70,680

Total Value of Net Assets taken over *(A) – (B)+ (1,13,15,069) (4,15,75,748) (2,92,60,076) (8,21,50,893)

Less: Book Value of Investments written off (93,85,245) (6,94,07,440) (7,83,84,250) (15,71,76,935)

Balance adjusted against Capital Reserve (2,07,00,314) (11,09,83,188) (10,76,44,326) (23,93,27,828)

Notes:(c) For recording Fixed Assets in the books of the Company at Fair Values:

Freehold Land has been recorded at the carrying value of Rs. 17.84 crore in the books of the three subsidiaries as at31st March, 2015.All assets and liabilities, other than the Fixed Assets items mentioned above, have been recorded in the books of theCompany at the values appearing in the books of the three subsidiaries as at the closing balance sheet as at31st March, 2015. Since these subsidiaries were 100% owned by the Company, there was no issue of shares,instead, the carrying values of these investments in the book of the Company have been adjusted (as shown above)against Capital Reserve.

222


(d) With effect from 1st April, 2015, all debts, liabilities, duties and obligations of the three subsidiaries as at the close of business on the date preceding the aforesaid date, whether or not provided in the books of the three subsidiaries, and all liabilities which arise or accrue on or after 1st April, 2015 shall be deemed to be the debts, liabilities, duties and obligations of the Company.

(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant to theScheme, in the name of the Company, such asset and liabilities continue to be in the name of the three subsidiaries.

(vi) Members' Voluntary Liquidation Proceedings Of Godrej (Malaysia) Sdn. Bhd:During the financial year 2014-15, as part of the Members' Voluntary Liquidation proceedings of Godrej Malaysia (GM), 12,50,000 shares of Rs.10 each held by G(M) in Mercury Manufacturing Company Ltd. (MMCL) have been acquired by the Company as distribution in specie. Distribution of assets of G(M) back to the Company as a shareholder in MMCL, would be capital in nature and be a part of its entitlement as a shareholder. The transfer of the said shares of MMCL was registered on 18th March 2016. Pursuant to the said transfer, MMCL has become a wholly-owned subsidiary of the Company with effect from 18th March, 2016. The value of other net assets (residual bank balance) amounting to Rs. 0.75 crore was transferred to the Company on the completion of the liquidation proceedings in Malaysia. The balance amount of Rs. 0.07 crore was adjusted against Capital Reserve.

(vii) Astec Lifesciences Limited (ceased to be a sub-subsidiary on 27th March, 2017)

(a) Purchase consideration(Rupees in crore)

Cash Paid 167.42

Fair value of Astec ESOP (pre-combination charge) 0.91

Total purchase consideration 168.33

(b) Identifiable assets acquired and liabilities assumed

The following table summaries the recognised amounts of assets acquired and liabilities assumed at the date of acquisition.

Particulars (Rupees in crore)

Property, plant and Equipment 73.83

Identifiable intangible assets 3.71

Investments 0.52

Inventories 63.94

Receivables 73.45

On October 12, 2015, Subsidiary Company acquired 45.29% equity stake in Astec Lifesciences Limited (‘Astec’), a broad based producer of

agrochemicals and pharmaceutical intermediates listed on Bombay Stock Exchange and National Stock Exchange.

The business acquisition was conducted by entering into a Share Purchase Agreement for (SPA), through which the Subsidiary Company

acquired 45.29% stake in Astec. Consequent to this acquisition, mandatory open offer was made to the shareholders of Astec & the

Subsidiary Company acquired a further 6.99% stake in Astec. Subsequently, 1.35% stake in Astec has been acquired through purchase from

Open Market.

In accordance with certain covenants of the abovementioned SPA, the Subsidiary Company has deposited part of the consideration

aggregating to Rs.31.70 crore in escrow accounts pending completion of certain conditions precedent.

For period ended 31/03/2016, Astec contributed revenue of Rs.113.37 crore and loss (before tax) of Rs.7.05 crore to the group's results.

If the acquisition had occurred on 1/4/2015 , Management estimates that consolidated revenue would have been Rs. 3888.58 crore and

consolidated profit before tax would have been Rs. 338.44 crore.

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(Rupees in crore)

Other financial assets 5.75

Loans and advances 0.42

Cash and cash equivalents 11.78

Other current assets 4.86

Other non-current assets 28.15

Fair value of assets acquired 266.41

Loans and borrowings (81.22)

Current and deferred tax liabilities (1.19)

Other current liability (1.29)

Provisions (6.48)

Other financial liability (18.17)

Trade payables (61.17)

Fair value of liabilities acquired (169.52)

Deferred tax on business combination 13.88

Total identifiable net assets acquired 110.77

(c ) Goodwill


Consideration transferred 168.33

Non-controlling interest in the acquired entity 60.61

Less: Net identifiable assets acquired (110.77)

Goodwill 118.17

The fair value of non-controlling interest has been estimated as proportion of net assets acquired.

(d) Purchase consideration - Cash Outflow


Outflow of cash to acquire subsidiary, net of cash acquired

Cash Consideration 167.42

Less: Balance acquired

Cash and Cash equivalents -7.01

Net outflow of cash - Investing activities 160.41

(viii) Creamline Dairy Products Ltd. (ceased to be a sub-subsidiary on 27th March, 2017)

The gross contractual amounts and the fair value of trade and other receivables acquired is Rs.73.45 crore. None of the trade and other

receivables are credit impaired and it is expected that the full contractual amounts will be recoverable.

The goodwill on acquisition can be attributable to Astec's considerable experience in the development and production of intermediates

and its enduring relationships with large and small companies all over the world. No amount of Goodwill is expected to be deductible for

tax purpose.

On December 21, 2015, Subsidiary Company acquired 25.91% of the shares and voting rights in Creamline Dairy Products Ltd. (‘Creamline’).

As a result, the Group 's equity interest in Creamline increased from 26% to 51.91%, obtaining control of the entity. Taking control of Creamline will enable the Group to add value through its association with Indian dairy farmers and in-depth knowledge of

agri-businesses & rural marketing. Creamline will also get leverage through the Godrej Agrovet brand, which has strong recall with dairy

farmers through the cattle feed business.

For year ended 31st March, 2016 , Creamline contributed revenue of Rs. 272.89 crore and profit before tax of Rs. 1.20 crore to the group's

results.If the acquisition had occurred on 1st April, 2015 , Management estimates that consolidated revenue would have been Rs. 4409.53

crore and consolidated profit would have been Rs. 366 crore.

In determining these amounts, management has assumed that the fair value adjustments,determined provisionally, that arose on date of

acquisition would have been same if the acquisition had occurred on 1st April, 2015.

224


(a) Purchase consideration

(Rupees in crore)

Cash Paid 148.19

Equity shares issued -

Total consideration transferred 148.19

(b) Identifiable assets acquired and liabilities assumed

The following table summaries the recognised amounts of assets acquired and liabilities assumed at the date of acquisition


Property, plant and Equipment 342.17

Identifiable intangible assets 38.22

Inventories 72.24

Receivables 8.82

Recoverable Taxes 1.05

Investments -

Other loans & advances 16.91

Advance to suppliers/capital advances/employees 4.91

Loans and advances to related parties 0.39

Cash and cash equivalents 58.35

Fair value of assets acquired 543.06

Loans and borrowings (11.80)

Current & Deferred tax liabilities (17.54)

Provisions for employee benefits (0.85)

Advance from customers (9.07)

Statutory dues and other payables (8.47)

Security deposits (7.29)

Trade payables (25.30)

Deferred government grant (2.74)

Fair value of liabilities acquired (83.06)

Deferred tax on business combination (75.78)

Total identifiable net assets acquired 384.22

(c) Goodwill


Consideration transferred 148.19

Non-controlling interest in the acquired entity 186.85

Fair value of previously held equity interest 125.88

Less: Net identifiable assets acquired (384.22)

Goodwill 76.70

The Group incurred acquisition related cost of Rs.1.47 crore on legal fees and due diligence costs.These costs have been included in

"administrative expenses"

The gross contractual amounts and the fair value of trade and other receivables acquired is Rs. 8.82 crore. None of the trade and other

receivables are credit impaired and it is expected that the full contractual amounts will be recoverable.

225


(d) Purchase Consideration - Cash Outflow

Particulars Rupees in Crore

Outflow of cash to acquire subsidiary, net of cash acquired

Cash consideration 148.19

Less: Balance acquired

Cash and Cash equivalents (7.23)

Net outflow of cash - Investing activities 140.96

53. IMPAIRMENT CHARGE

The Goodwill arises from the following Group's Cash Generating Units as follows:

(Rupees in crore)

ParticularsAs at

31/03/2016As at 31/03/2015

CGUs of Godrej Agrovet Limited 308.76 308.76

CGUs of Godrej Properties Limited 177.28 177.28

Others 14.25 14.23

500.29 500.27

1.

ParticularsAs at

31/03/2016

Pre Tax discount rate 12% - 18%

Long term growth rate beyond 5 years 6% - 9%

2.

Godrej Agrovet Limited

Goodwill on acquisition comprises the value of expected synergies arising from the acquisition and long-standing relationships with

farmers, which does not meet the criteria for recognition as an intangible asset under Ind AS 38 and hence, has not been separately

recognised. No amount of Goodwill is expected to be deductible for tax purpose.

The fair value of non-controlling interest has been estimated as proportion of net assets acquired.

The remeasurement to fair value of the Group's existing 26% interest in Creamline Dairy resulted in a gain of Rs 91.50 crore, which has

been recognised in other income.

The Goodwill and Indefinite life intangible assets are tested for impairment and accordingly no impairment charges were identified for FY

2016-17 (Nil for FY2015-16)

The recoverable amount of a CGU is based on its value in use. The value in use is estimated using discounted cash flows over a period of 5

years. Cash flows beyond 5 years is estimated by capitalising the future maintainable cash flows by an appropriate capitalisation rate and

then discounted using pre tax discount rate.

Operating margins and growth rates for the five year cash flow projections have been estimated based on past experience and after

considering the financial busgets/ forecasts approved by management. Other key assumptions used in the estimation of the recoverable

amount are set out below.The values assigned to the key assumptions represent management's assessment of future trends in the relevant

industries and have been based on historical data from both external and internal sources.

The Management believes that any reasonably possible change in the key assumptions would not cause the carrying amount to exceed the

recoverable amount of the cash generating unit.

Godrej Properties Limited

The recoverable amount of this CGU is the higher of its fair value less cost to sell and its value in use. The goodwill allocated to estate &

property development pertains to a listed entity and accordingly, the fair value of the CGU is determined based on market capitalisation.

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54. RELATED PARTY DISCLOSURES

(a) NAMES OF RELATED PARTIES AND NATURE OF RELATIONSHIPS:

(i) Subsidiaries (including step-down subsidiaries):A. Subsidiaries (with the Company's direct equity holdings in excess of 50%):

1. Godrej Infotech Ltd.2. Godrej Industries Ltd. (ceased to be a subsidiary with effect from 30th March, 2017)3. Godrej (Singapore) Pte. Ltd. (a wholly-owned subsidiary incorporated in Singapore)4. Veromatic International BV (a wholly-owned subsidiary incorporated in the Netherlands)5. Busbar Systems (India) Ltd (a wholly-owned subsidiary) (amalgamated with the Company with effect from 1st April, 2016.)6. Mercury Mfg. Co. Ltd. (a wholly-owned subsidiary) (amalgamated with the Company with effect from 1st April, 2016.)7. Godrej Americas Inc. (a wholly-owned subsidiary incorporated in the USA)8. India Circus Retail Pvt. Ltd. 9. Sheetak Inc. (incorporated in USA)

B. Jointly-held subsidiaries (where the Company and its subsidiary Godrej Industries Ltd together hold more thanone-half of the equity share capital):

1. Godrej Consumer Products Ltd. (GCPL) (ceased to be a subsidiary with effect from 30th March, 2017)2. Godrej One Premises Management Pvt. Limited (ceased to be a subsidiary with effect from 30th March, 2017)

The following companies are step-down subsidiaries (where the Company's subsidiaries listed in A and B above,directly and/or indirectly through one or more subsidiaries, hold more than one-half of equity share capital):

(I) which remain subsidiaries as at 31.03.2017C. Subsidiaries of Godrej Infotech Ltd.:

1. Godrej Infotech Americas Inc. (a wholly-owned subsidiary incorporated in North Carolina, USA)2. Godrej Infotech (Singapore) Pte. Ltd. (a wholly-owned subsidiary incorporated in Singapore)3. LVD Godrej Infotech NV (incorporated in Belgium)

D. Subsidiaries of Godrej (Singapore) Pte. Ltd.:1. JT Dragon Pte. Ltd. (Incorporated in Singapore)2. Godrej (Vietnam) Co. Ltd. (Incorporated in Vietnam) (a wholly owned subsidiary of JT Dragon Pte. Ltd.)

E. Joint Ventures:1. Godrej Consoveyo Logistics Automation Ltd. (formerly Godrej Efacec Automation & Robotics Ltd.)2. Godrej & Khimji (Middle East) LLC (incorporated in Sultanate of Oman) [a Joint Venture of Godrej (Singapore) Pte. Ltd.]3. Godrej UEP (Singapore) Pte. Ltd. (Joint venture between Godrej (Singapore) Pte. Ltd. and Urban Electric Power Inc.)

(II) which have ceased to be subsidiaries as at 31.03.2017F. Subsidiaries of Godrej Industries Ltd.: (ceased to be a subsidiary with effect from 30th March, 2017)

1. Godrej Agrovet Ltd. (GAVL)2. Godrej Properties Ltd. (GPL)3. Ensemble Holdings & Finance Ltd.4. Godrej International Ltd. (incorporated in the Isle of Man)5. Natures Basket Ltd. 6. Godrej International Trading & Investments Pte Ltd. (incorporated in Singapore) 7. Godrej International Ltd. (incorporated in Labuan, Malaysia)

G. Subsidiaries of GAVL: (ceased to be a subsidiary with effect from 27th March, 2017)1. Godvet Agrochem Ltd. 2. Astec LifeSciences Ltd. and its subsidiaries

i. Behram Chemicals Pvt. Limitedii. Astec Europe Sprliii. Comercializadora Agricola Agroastrachem Cia Ltda

3. Creamline Dairy Products Ltd. and its subsidiaryi. Nagavalli Milkline Pvt. Ltd.

4. Godrej Seeds and Genetics Ltd. (upto 18th March, 2017)

227


H. Subsidiaries of GPL: (ceased to be a subsidiary with effect from 30th March, 2017; as GIL ceased to be a subsidiary on that date)

1. Godrej Fund Management Pte Ltd.2. Godrej Real Estate Pvt. Ltd.3. Godrej Buildcon Pvt. Ltd.4. Godrej Projects Development Pvt. Ltd. (GPDPL)5. City Star Infraprojects Ltd. (w.e.f. 12th January, 2017)6. Godrej Garden City Properties Pvt. Ltd.7. Godrej Real View Developers Pvt. Ltd. (w.e.f.1st September,2016 and upto 28th March, 2017)8. Godrej Green Homes Ltd.9. Godrej Home Developers Pvt. Ltd.10. Godrej Hillside Properties Pvt. Ltd.11. Godrej Prakriti Facilities Pvt. Limited ( a subsidiary of Happy Highrises Ltd.w.e.f 9th June, 2015)12. Godrej Investment Advisers Pvt. Limited ( a subsidiary w.e.f 29th October 2015)13. Godrej Highrises Properties Pvt. Limited ( a subsidiary w.e.f 26th June, 2015)14. Godrej Genesis Facilities Management Pvt. Limited ( a subsidiary of Happy Highrises Ltd w.e.f 19th February, 2016)15. Godrej Residency Private Limited (w.e.f. 16th March, 2017)16. Godrej Skyline Developers Private Limited (w.e.f. 22nd November, 2016)17. Godrej Vikhroli Properties India Limited (Godrej Vikhroli Properties LLP converted into a Public Limited Company)18. Prakritiplaza Facilities Management Private Limited (w.e.f. 28th July, 2016)19. Godrej Century LLP (w.e.f. 14th March, 2017)20. Godrej Green Properties LLP (w.e.f. 27th October, 2016)21. Godrej Highview LLP (w.e.f. 29th September, 2016)22. Godrej Projects (Bluejay) LLP (w.e.f. 2nd March, 2017)23. Godrej Projects (Pune) LLP (w.e.f. 5th February, 2017)24. Godrej Projects (Soma) LLP (w.e.f. 6th March, 2017)25. Godrej Skyview LLP (w.e.f. 19th October, 2016)26. Godrej Land Developers LLP27. Godrej Developers & Properties LLP28. Godrej Highrises Realty LLP29. Godrej Project Developers & Properties LLP30. Godrej Greenview Housing Pvt. Ltd . (upto 29th June, 2016)31. Wonder Projects Development Pvt. Ltd. (w.e.f. 18th September, 2016)32. Pearlite Real Properties Pvt. Ltd. (w.e.f. 2nd September, 2016 and upto 29th March, 2017)

I. Subsidiaries and Sub-subsidiaries of GCPL: (ceased to be a subsidiary with effect from 30th March, 2017)1. Godrej South Africa (Proprietary) Ltd. [formerly, Rapidol (Pty) Ltd.] (incorporated in South Africa)2. Godrej Netherlands BV (incorporated in the Netherlands)3. Godrej UK Ltd. (a subsidiary of Godrej Netherlands BV)4. Godrej Global Mid East FZE (incorporated in Sharjah, U.A.E.) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)5. Godrej Consumer Products Mauritius Ltd. ( Incorporated in Mauritius)6. Godrej Consumer Products Holding (Mauritius) Ltd. (incorporated in Mauritius)7. Godrej Household Products Lanka (Pvt.) Ltd. (incorporated in Sri Lanka)8. Godrej Household Products Bangladesh Pvt. Ltd. (incorporated in Bangladesh)9. Godrej Consumer Products Bangladesh Ltd. (incorporated in Bangladesh)10. Godrej Mauritius Africa Holdings Ltd. (incorporated in Mauritius)11. Godrej West Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)12. Godrej Consumer Products (UK) Ltd. (a subsidiary of Godrej UK Ltd.)13. Godrej Consumer Investments (Chile) Spa, (incorporated in Chile) (a subsidiary of Godrej Netherlands BV)14. Godrej Mideast Holdings Limited (Incorporated in Dubai) (a 100 % subsidiary of Godrej Indonesia IP Holdings Limited) (w.e.f. 28th July, 2015)

228


15. Godrej Holdings (Chile) Limitada, (incorporated in Chile) (a subsidiary of Godrej Consumer Investments (Chile) Spa)16. Cosmetica Nacional, (incorporated in Chile) (a subsidiary of Godrej Holdings (Chile) Limitada)17. Plasticos Nacional, (incorporated in Chile) (a subsidiary of Cosmetica Nacional)18. Kinky Group (Proprietary) Ltd. (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)19. Godrej Nigeria Ltd. (incorporated in Nigeria) (a subsidiary of Godrej Consumer Products Mauritius Ltd.)20. Indovest Capital Ltd. (incorporated in Malaysia) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)21. Godrej Consumer Products Dutch Cooperatief UA, (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)22. Godrej Consumer Products (Netherlands) BV (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA)23. Godrej Consumer Holdings (Netherlands) BV (incorporated in the Netherlands) (a subsidiary of Godrej Consumer Products Dutch Cooperatief UA)24. PT Megasari Makmur (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)25. PT Intrasari Raya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)26. PT Ekamas Sarijaya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)27. PT Indomas Susemi Jaya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)28. PT Sarico Indah (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)29. Panamar Procuccioness S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)30. Argencos S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)31. Laboratoria Cuenca S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)32. Deciral S.A. (incorporated in Uruguay) (a subsidiary of Laboratoria Cuenca S.A.)33. Issue Group Brazil Ltd. (incorporated in Brazil) (a subsidiary of Godrej Netherlands Argentina BV)34. Consell S.A . (incorporated in Argentina) (a subsidiary of Laboratoria Cuenca S.A.)35. Subinite Pty Ltd. (incorporated in South Africa) (a subsidiary of Godrej West Africa Holdings Ltd.)36. Lorna Nigeria Ltd (incorporated in Nigeria) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)37. Weave IP Holding Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej West Africa Holdings Ltd.)38. Weave Trading Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)39. Hair Trading (Offshore) S. A. L. (incorporated in Lebanon) (a subsidiary of Weave Trading Mauritius Pvt Ltd.)40. Weave Mozambique Limitada (incorporated in Mozambique) (a subsidiary of Godrej West Africa Holdings Ltd.)41. Godrej East Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Ltd.)42. Style Industries Ltd. (incorporated in Kenya) (a subsidiary of DGH Phase Two Mauritius Pvt. Ltd.)43. DGH Phase Two Mauritius (incorporated in Mauritius) (a subsidiary Godrej East Africa Holdings Ltd.)44. Godrej Tanzania Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Ltd.)45. DGH Tanzania Ltd (incorporated in Tanzania) (a subsidiary of Godrej Tanzania Holdings Ltd.)46. Sigma Hair Ind Ltd. (incorporated in Tanzania) (a subsidiary of DGH Tanzania Ltd.)47. Weave Ghana Ltd. (incorporated in Ghana) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)48. Godrej Consumer Products US Holding Limited (Incorporated in Mauritius) (w.e.f. 29th March, 2016)49. Darling Trading Company Mauritius Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)50. Godrej Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)51. Godrej Indonesia IP Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)52. Frika Weave Pty Ltd. (incorporated in South Africa) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)53. Belaza Mozambiq LDA (w.e.f 30th April, 2015)54. Charm Industries Ltd. (w.e.f. 14th August, 2015)55. Canon Chemicals Ltd.56. Godrej Hair Weave Nigeria Ltd.57. Godrej International Trading Company (Sharjah)58. DGH Angola (name changed from Godrej Megasari Holdings)

59. Godrej Hair Care Nigeria Limited (w.e.f 12th January, 2016)

229


60. Godrej Household Insecticide Nigeria Ltd. (w.e.f 12th January, 2016)

61. Hair Credentials Zambia Limited (w.e.f 23rd December 2015)

62. Godrej SON Holdings Inc. (Incorporated in USA) (w.e.f. 24th March, 2016)63. Old Pro International Inc (USD)64. Strength of Nature LLC (USA)65. Strength of Nature South Africa Proprietary Limited66. Style Industries Uganda Limited67. Weave Senegal Ltd68. DGH Uganda69. Godrej Consumer Products International FZCO

(ii) Associates over which the Company's Chairman and Managing Director is able to exercise significant influence: Nil

(iii) An investing Associate with a substantial interest in voting power:1. Godrej Investments Private Ltd. (holds 26.15% of the equity share capital of the Company) (amalgamated with the

Company from the closing of business hours as on 29th March, 2017)

(iv) Other Associates:A. ASSOCIATES OF GODREJ AND BOYCE MFG. CO. LTD.:

1. Godrej & Boyce Enterprises LLP2. JNG Enterprise LLP3. RKN Enterprise LLP 4. ABG Venture LLP5. NBG Enterprise LLP6. SVC Enterprise LLP7. Parazelsus Orient Ltd.8. Future Factory LLP9. Urban Electric Power Inc.10. Proboscis Inc., USA

B. ENTITIES WHICH HAVE CEASED TO BE ASSOCIATES AS AT 31-03-2017:1. Godrej Property Developers LLP2. Mosaic Landmarks LLP3. Dream World Landmarks LLP 4. Oxford Realty LLP5. Godrej SSPDL Green Acres LLP 6. M S Ramaiah Ventures LLP 7. Oasis Landmarks LLP 8. Godrej Housing Projects LLP 9. Godrej Construction Projects LLP 10. Amitis Developers LLP 11. Caroa Properties LLP 12. Crop Science Advisors LLP13. Anamudi Real Estates LLP14. AR Landcraft LLP 15. Bavdhan Rearlty @ Pune 21 LLP16. Personalitree Academy Ltd.17. Prakhyat Dewellers LLP18. Wonder Space Properties Private Limited19. Wonder City Buildcon Private Limited20. Godrej Home Constructions Private Limited21. Godrej Tyson Foods Limited (Joint Venture)

230


22. ACI Godrej Agrovet Private Limited, Bangladesh (Joint Venture)23. Al Rahba International Trading LLC, UAE (Limited Liability Company in UAE)24. Bhabani Blunt Hairdressing Private Limited

(vi) Key Managerial Personnel: (a) Whole-time Directors:

1. Mr. J. N. Godrej, Chairman & Managing Director2. Mr. V. M. Crishna, Executive Director (Lawkim Motors Group) 3. Mr. P. D. Lam, Executive Director (upto 31st March, 2017)4. Mr. K. A. Palia, Executive Director (Finance) (upto 31st March, 2017)5. Mr. A. G. Verma, Executive Director & President

(b) Others:1. Mr. P. K. Gandhi, Chief Financial Officer2. Mr. P. E. Fouzdar, Executive Vice President and Company Secretary

(vii) Relatives of Whole-time Directors with whom the Company has transactions:1. Mrs. P. J. Godrej (spouse of Mr. J. N. Godrej)2. Mr. N. J. Godrej (son of Mr. J. N. Godrej)3. Ms. R. J. Godrej (daughter of Mr. J. N. Godrej)4. Mrs. S. G. Crishna (spouse of Mr. V. M. Crishna)5. Mrs. F. C. Bieri (daughter of Mr. V. M. Crishna)6. Mrs. N. Y. Holkar (daughter of Mr. V. M. Crishna)

(viii) Key Managerial Personnel having significant influence over the group: 1. Mr. A. B. Godrej, Non-Executive Director for the parent company2. Mr. N. B. Godrej, Non-Executive Director for the parent company3. Ms. Nisaba Godrej (daughter of Mr. A. B. Godrej)4. Ms. Tanya Dubash (daughter of Mr. A. B. Godrej)5. Mr. P. A. Godrej (son of Mr. A. B. Godrej)

(b) PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES DURING THE YEAR: (Rupees in crore)Current Year Previous Year Associate

Companies Associate Companies [Items (a)(i), (iii),

(iv) and (vi)]

[Items (a)(i), (iii), (iv)

and (v)] (i) Transactions carried out with the related parties,

(a) Purchase of Materials/Finished Goods/Services 11.03 13.04 (b) Sales, Services Rendered and Other Income 38.52 34.75 (c) Dividends Received - 7.48 (d) Interest paid on Deposits taken - 7.41 (e) Dividends paid - 180.69 (f) Unsecured Deposits taken and repaid - 252.00 (g) Trade and other Receivables 11.13 7.66 (h) Trade and other Payables 0.02 2.19

231


(b) PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES DURING THE YEAR: (Rupees in crore)Current Year Previous Year Associate

Companies Associate Companies [Items (a)(i), (iii),

(iv) and (vi)]

[Items (a)(i), (iii), (iv)

and (v)] (i) Deposits received, outstanding at year end - 109.36 (j) Deposits refunded - 17.9(k) Guarantees given, outstanding at year end 73.16 26.50 (l) Rent, Establishment & other exps paid 0.82 6.46(m) Other Income - 70.1(n) Advances given - 21.91(o) Advances received - 1.91(p) Repayment of loan given - 5.64(q) Inter Corporate deposits advanced - 35.75(r) Redemption of Debentures - 34.32(s) Investment in Debentures - 140.88(t) Issue of Equity Shares - 1.14(u) Share of Profit in LLP - 16.56


(ii) Transactions carried out with Mr. J. N. Godrej, Chairman & Managing Director(a) Dividends paid 2.29 15.70 (b) Unsecured Deposits outstanding 15.00 15.00 (c) Interest paid on Deposits taken 1.37 0.37

(iii) Transactions carried out with Mr. V. M. Crishna, Executive Director:(a) Dividends paid * - 0.01 (b) Unsecured Deposits outstanding 7.00 7.00 (c) Interest paid on Deposits taken 0.64 0.02

(iv) Transactions carried out with Mr. N. J. Godrej, Executive Director:(a) Dividends paid - 7.88

(v) Transactions carried out with Mr. A. B. Godrej, Chairman (Godrej Industries Ltd):(a) Dividends paid - 15.47

(vi) Transactions carried out with Mr. N. B. Godrej, Managing Director (Godrej Industries Ltd):(a) Dividends paid - 31.91 (b) Issue of equity shares

(vii) Dividend paid to relatives of Whole-time Directors:(a) Mrs. P. J. Godrej - 0.02 (b) Ms. R. J. Godrej (beneficiary of The Raika Godrej Family Trust) 1.25 7.88 (c) Mrs. S. G. Crishna 2.47 16.96 (d) Mrs. F. C. Bieri 1.17 7.26 (e) Mrs. N. V. Crishna 1.17 7.26

(viii) Remuneration paid/payable to Key Management Personnel (Whole-time Directors) 25.07 84.45 (ix) Outstanding Remuneration paid/payable to Key Management Personnel

(Whole-time Directors) - 25.73 *(Amount less than Rs.0.01 crore)

232


55. DISCLOSURE IN RESPECT OF LEASES(1) Operating Lease(a) The Company’s significant leasing arrangements are in respect of operating leases for motor cars, laptop computers,

machinery, storage tanks and premises (office, godown, show-room, retail store, residential, etc.), occupied by the Company. The aggregate lease rentals payable by the Company are charged to the Statement of Profit and Loss as Rent [Note 37(k)], Establishment and Other Expenses [Note 37(l)] and Motor Car and Lorry Expenses [Note 37(n)].The future minimum lease payments under non-cancellable operating leases in respect of premises, motor cars and laptop computers, are estimated at: (Rupees in crore)

As at

31/03/2017

As at

31/03/2016

As at

1/4/2015 Within one year 21.99 102.88 95.15 Later than one year not later than 5 years 22.04 244.03 279.56 Later than 5 years - 28.69 68.98 Total 44.03 375.60 443.69

(b) Lease income from operating leases is recognised in the Statement of Profit and Loss. Initial direct costs incurredspecifically to earn revenues from operating leases of fixed assets are charged to the Statement of Profit and Loss asincurred. These assets pertain to land, commercial/residential premises, forklifts and vending machines given onlease on varying tenure and other terms.The future minimum lease rentals receivable under non-cancellable operating leases are estimated at:


31/03/2017

As at

31/03/2016

As at

1/4/2015 Within one year 83.12 48.37 47.47 Later than one year not later than 5 years 72.54 118.56 175.08 Later than 5 years - 53.14 49.96 Total 155.66 220.07 272.51

(2) Finance LeaseThe future minimum lease rentals receivable under finance leases are estimated at:


31/03/2017

As at

31/03/2016

As at

1/4/2015 Within one year - 0.01 0.78 Later than one year not later than 5 years - - 0.25 Later than 5 years - - - Total - 0.01 1.03

(Rupees in crore)

Particulars

Future value

of minimum

lease

receivables

Unearned

finance income

Present value of

minimum lease

receivables

Less than one year 111.36 61.16 50.20 Between one and five years 445.44 162.49 282.94 More than five years 111.36 13.85 97.51

At 31/03/2016, the future minimum lease receivable under finance lease arrangement as follows.

The Group assessed one of its arrangements as an embedded lease transaction and determined the same as finance lease. Accordingly,

Property, plant and equipment have been derecognised and finance lease receivable have been accounted at present value of minimum

lease payments and resultant difference have been charged to retained earnings. Revenue elements identified as fixed charges towards

leasing as per the agreement which are covered under minimum lease receivable definition for finance lease accounting is adjusted partly

against finance lease receivable to the extent of principal amount and partly recognised as finance income.

233


56. Details of Loans Given , Investments made and Guarantee given, covered under section 186(4) of Companies Act, 2013are given under the respective heads.

57. The figures of the current year are not strictly comparable with those of the corresponding figures of the previous yearin view of amalgamation made.Figures for the previous year have been regrouped / restated wherever necessary to conform to current year’spresentation.

58. INFORMATION ON SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES(a) The investments in subsidiary Companies are:

Sr.

No.

Name of the Company Country of

Incorporation

Proportion of

ownership

interest

Proportion of

voting power held

Reporting date

1 Godrej Infotech Limited India 52.06% 52.06% 31-03-2017

2 India Circus Retail Private Limited India 51.95% 51.95% 31-03-2017

3 Godrej (Singapore) Pte Ltd Singapore 100.00% 100.00% 31-12-2016

4 Veromatic International B.V. Netherlands 99.95% 99.95% 31-12-2016

5 Godrej Americas Inc. USA 100.00% 100.00% 31-03-2017

6 Sheetak Inc. USA 50.95% 50.95% 31-12-2016

(b) Interests in Joint Ventures :

1 Godrej Consoveyo Logistics Automation Ltd. (formerlyGodrej Efacec Automation & Robotics Limited) India 49.00% 49.00% 31-03-2017

2 Godrej Property Developers LLP India 80.17% 80.17% 31-03-2017

(c) Investment in Associates:

1 Future Factory LLP India 20.00% 20.00% 31-03-2017

2 Godrej & Boyce Enterprises LLP India 50.00% 50.00% 31-03-2017

3 Urban Electric, LLC. USA 19.66% 19.66% 31-12-2016

59. BREAK UP OF INVESTMENT IN ASSOCIATES IS AS UNDER :

(Rupees in crore)

Sr.

No.Name of the Company

Cost of

Acquisition

Goodwill

Included In Cost

of Acquisition

Share in Profits /

(Loss) of Associates

Post Acquisition

Carrying Cost of

Investments

1 Urban Electric Power LLC, USA 33.59 - (14.77) 18.82 Previous Year 33.59 - (8.61) 24.98

2 Future Factory LLP 1.50 1.36 1.35 2.85 Previous Year 1.50 1.36 0.93 2.43

3 Godrej and Boyce Enterprises LLP 0.00 0.00 0.00 0.00Previous Year 0.00 0.00 0.00 0.00

*(Amount less than Rs.0.01 crore)

234


60. DISCLOSURE IN RESPECT OF FRAUD

During the year, the Company identified a fraud amounting to about Rs. 19 crore, committed by employees of a line of business in collusion with third parties.

The Company initiated an internal investigation in the matter. The Company has filed a criminal complaint with appropriate authorities against the individuals involved,

and will pursue the matter further. The Company has taken appropriate measures and has further strengthened internal processes and controls to prevent such cases.

61. ADDITIONAL INFORMATION, AS REQUIRED UNDER SCHEDULE III TO THE COMPANIES ACT, 2013, OF ENTERPRISES CONSOLIDATED AS SUBSIDIARY / ASSOCIATES

Name of the Enterprise

As % of

consolidated

net assets

Amount

(Rs. in

crore)

As % of

consolidated

profits

Amount

(Rs. in crore)

As % of

consolidated

profits

Amount

(Rs. in

crore)

As % of

consolidated

profits

Amount

(Rs. in crore)

ParentGodrej and Boyce Manufacturing Company Limited 99.61% 7,762.15 219.81% 4,269.24 12.88% (15.78) 233.75% 4,253.47

SubsidiariesIndian

1 Godrej Infotech Ltd. 0.21% 16.46 0.31% 6.01 0.09% (0.11) 0.32% 5.90 2 India Circus Retail Pvt. Ltd. 0.02% 1.22 -0.32% (6.30) 0.00% (0.00) -0.35% (6.30) 3 Godrej Industries Ltd. (ceased to be a subsidiary

w.e.f. 30th March, 2017) 0.00% - 22.35% 434.17 19.33% (23.69) 22.56% 410.48 4 Godrej Consumer Products Ltd. (ceased to be a

subsidiary w.e.f. 30th March, 2017) 0.00% - 66.88% 1,298.94 67.69% (82.96) 66.82% 1,215.98

Foreign1 Godrej (Singapore) Pte. Ltd., Singapore 1.11% 86.34 0.46% 8.89 0.49% 8.89 2 Veromatic International BV, the Netherlands 0.15% 11.80 -0.02% (0.42) -0.02% (0.42) 3 Godrej Americas Inc. , USA. 0.01% 1.07 -0.03% (0.51) -0.03% (0.51) 4 Sheetak Inc., USA. -0.31% (24.46) -0.76% (14.71) -0.81% (14.71)

Eliminations -0.71% (55.18) -207.36% (4,049.27) -222.53% (4,049.28) Minority Interest in all subsidiaries -0.09% (7.15) 0.00% - -

Joint Venture and Associates (Investment accounted as per the equity method)Indian :

1 Godrej Consoveyo Logistics Automation Ltd. (formerly,Godrej Efacec Automation & Robotics Ltd.) -0.09% 7.15 -0.49% 9.60 0.53% 9.60

2 Future Factory LLP -0.01% 0.93 -0.07% 1.35 0.07% 1.35 Foreign:

1 Urban Electric Power LLC, USA 0.11% (8.61) -0.76% (14.77) -0.81% (14.77)

Grand Total 100.00% 7,792.25 100.00% 1,942.22 100.00% (122.54) 100.00% 1,819.68

Net Assets (i.e. total assets

minus total liabilities)

Share in Profit / Loss

account

Share in Other

Comprehensive Income

Share in Total

Comprehensive Income

235


Rupees in Crore

Sr.

No.

Name of Subsidiary Reporting Period for the subsidiary

concerned, if different from the

holding company's reporting period

Share

capital

Reserves &

surplus

Total Assets Total

Liabilities

Investments Turnover Profit

before

taxation

Provision for

taxation

Profit after

taxation

Proposed

Dividend

% of

share-

holding

Reporting

currency Exchange rate

1 Godrej Infotech Ltd. 01-Apr-2016 To 31-Mar-2017 INR 1.00 0.10 14.37 40.35 25.88 1.60 93.96 6.58 2.36 4.22 - 52.06%

2 India Circus Retail Private Ltd 01-Apr-2016 To 31-Mar-2017 INR 1.00 0.38 (22.16) 3.53 25.31 - 3.65 (6.30) (0.01) (6.29) - 51.95%

3 Godrej (Singapore)Pte. Ltd., Singapore 01-Jan-2016 to 31-Dec-2016 SGD 46.8339 8.37 73.95 98.20 15.88 17.53 58.19 9.83 1.25 8.57 - 100%

4 Veromatic International BV, the Netherlands 01-Jan-2016 to 31-Dec-2016 EURO 71.3035 32.21 (20.32) 27.42 15.53 - 45.53 (0.14) (0.41) 0.27 - 99.95%

5 Godrej Americas Inc. USA. 01-Apr-2016 To 31-Mar-2017 USD 64.7468 1.94 (0.87) 1.07 - - - (0.65) (0.14) (0.51) - 100%

6 Sheetak Inc., USA 01-Jan-2016 to 31-Dec-2016 USD 64.7468 34.55 (59.01) 7.46 31.92 - 8.06 (14.71) - (14.71) - 50.95%

SUBSIDIARY AND SUB-SUBSIDIARY OF GODREJ SINGAPORE PTE LTD

7 JT Dragon Pte. Ltd., Singapore 01-Jan-2016 to 31-Dec-2016 SGD 46.8339 24.38 1.60 26.01 0.03 24.24 - 0.57 0.00 0.57 - 100%

8 Godrej (Vietnam) Co. Ltd., Vietnam 01-Jan-2016 to 31-Dec-2016 VND 0.00296 12.21 20.46 36.76 4.09 - 42.00 7.61 1.12 6.50 - 100%

SUBSIDIARY AND SUB-SUBSIDIARY OF GODREJ INFOTECH LTD

9 LVD Godrej Infotech NV, Belgium 01-Jan-2016 to 31-Dec-2016 EURO 71.3035 0.44 (0.09) 2.91 2.56 - 4.37 0.12 0.00 0.12 - 46.85%

10 Godrej Infotech (Singapore) Pte Ltd., Singapore 01-Apr-2016 To 31-Mar-2017 SGD 46.8339 0.47 2.66 6.65 3.52 - 8.55 1.76 - 1.76 - 52.06%

*Amount less than Rs. 50,000

Form AOC - 1

[ PURSUANT TO FIRST PROVISO TO SUB SECTION (3) OF SECTION 129 READ WITH RULE 5 OF COMPANIES (ACCOUNTS) RULES, 2014 ]

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE COMPANIES / JOINT VENTURES/ LIMITED LIABILITY PARTNERSHIPS

Part "A": Subsidiaries

Reporting currency and

exchange rate as on the last

date of the relevant financial

year in case of foreign

subsidiaries

236


Rupees in Crore

Sr.

No. Name of Associate / Joint Venture

Latest audited Balance Sheet

Date

Networth attributable to

Shareholding as per

latest audited Balance

Sheet

Number

Amount of

Investment in

Associate

/Joint Venture

Extent of

Holding

%

Considered in

Consolidation

Not Considered

in Consolidation

A Joint Ventures:

1 Godrej Consoveyo Logistics Automation Ltd.

(formerly Godrej Efacec Automation and

Robotics Ltd.) (Joint Venture)

01-Apr-2016 to 31-Mar-2017 7,50,000 0.75 49% 10.34 1.66 1.73

2 Godrej and Khimji (Middle East) L.L.C. -Oman

[Joint Venture of Godrej (Singapore) Pte. Ltd.]

01-Jan-2016 to 31-Dec-2016 5,78,200 17.53 49% 17.56 0.57 0.59

B Associates:

3 Godrej Enterprises LLP * 01-Apr-2016 to 31-Mar-2017 NA 0.00 50% 0.00 (0.00) (0.00)

4 Future Factory LLP 01-Apr-2016 to 31-Mar-2017 NA 2.67 20% 2.75 0.36 1.46

5 Urban Electric Power LLC, USA 01-Jan-2016 to 31-Dec-2016 16,21,539 33.59 19.66% 5.42 (5.36) (21.91)

*(Amount less than Rs. 50,000)

For and on behalf of the Board of Directors

J. N. GODREJ A. G. VERMA P. K. GANDHI P. E. FOUZDAR

Chairman & Executive Director Chief Financial Executive Vice President

Managing Director & President Officer (Corporate Affairs) & Company Secretary

Mumbai, 6th November, 2017 DIN: 00076250 DIN: 02366334

There is significant influence by virtue of

joint control.

Godrej and Boyce Mfg. Co. Ltd stake is

less than 51%

Part "B": Associates and Joint Ventures

Shares of Associate/ Joint Venture held

by the Company on the year end

Description of how there is significant

influence

Reason why the Associate / Joint

Venture is not consolidated Profit/ Loss for the year


joint control.


less than 51%

Godrej and Boyce Mfg. Co. Ltd is

holding more than 20% of share capital


less than 51%

Godrej and Boyce Mfg. Co. Ltd is

holding 20% of share capital


less than 51%


almost 20% of share capital held.


less than 51%

237

Referred to in Note ( c) of the




ENCLOSURE 5

Form No. MGT-11 (PROXY FORM)

Notice of Annual General Meeting

238

ENCLOSURE 5

GODREJ & BOYCE MFG. CO. LTD. Regd. Office: Pirojshanagar, Vikhroli, Mumbai 400 079

CIN: U28993MH1932PLC001828 Tel: (022) 67961700, 6796 1800; Fax: (022) 6796 1518; Website: http://www.godrej.com

Form No. MGT-11 PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)

Folio No. : Name(s) & Registered Address of the Member: I/We being the holders of ________ shares of the above named Company hereby appoint (1) Name: Address: E-mail: or failing him/her (2) Name: Address: E-mail: as my/our proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Friday, 24th November, 2017 at 10:00 a.m. at Pirojshanagar, Vikhroli, Mumbai 400079, and at any adjournment thereof in respect of such resolution as indicated below: ORDINARY BUSINESS

1. Adoption of the Financial Statements for the financial year ended 31st March, 2017. 2. Appointment of Mr. A.G.Verma as Director liable to retire by rotation. 3. Appointment of Mr. A.B. Godrej as Director liable to retire by rotation. 4. Appointment of M/s.Deloitte Haskins & Sells LLP as Auditors of the Company.

SPECIAL BUSINESS 5. Appointment of Ms. Nyrika Holkar as Executive Director- Corporate Affairs. 6. Appointment of Mr. Navroze J Goderj as Non Executive Director. 7. Ratification of remuneration payable to M/s. P. D. Dani & Associates, Cost Accountants and Mr. A. N.

Raman, Cost Accountant, for the financial year 2017-18 Signed this day of 2017 Signature of Shareholder _________________ Signature of Proxy Note: 1. This form, in order to be effective, should be duly stamped, signed, completed and deposited at the

Registered Office of the Company, not less than 48 hours before the meeting. 2. The Proxy-holder is required to carry an identity proof at the time of attending the meeting.

Affix

Revenue Stamp

Godrej & Boyce Manufacturing Company LimitedPirojshanagar, Vikhroli, Mumbai 400 079

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