TO THE SHAREHOLDERS

Your Directors have pleasure in submitting their Report along with the audited Accounts for the Financial Year (F.Y.) ended March 31, 2014.

FINANCIAL RESULTS

Your Company’s performance during the year as compared with that during the previous year is summarised below: -

REVIEW OF OPERATIONS

Revenue of your Company grew by 14% and profit before taxation grew by 40% as compared to last year. A good monsoon and strong performance of all the businesses helped deliver excellent results.

JOINT VENTURE (JV) OPERATIONS:

Performance of your Company’s joint ventures, Godrej Tyson Foods Limited (GTFL) and ACI Godrej Agrovet Private Limited, Bangladesh (ACI Godrej) improved significantly during the year under review.ACI Godrej achieved a turnaround despite volatile external environment on account of political uncertainty through premium pricing and innovative logistics solutions. GTFL also registered an excellent performance with a growth of 23% in total income and 195% in profit before tax over previous year on account of lower feed costs and control over fixed costs.

ANIMAL FEEDS:

During the Financial Year (F.Y.) 2013-14, Animal Feed business recorded a growth of 10% in revenues and 19% in profitability over the previous year on account of increased volumes, innovative R&D initiatives & efficient buying of raw materials.

Your Company continued to invest in new facilities and during the year, a state of the art aqua feed manufacturing facility at Hanuman Junction commenced operations. This will augment aqua feed manufacturing capacity and result in increase in sales volumes and margins.

On the marketing front, your Company undertook Brand Consolidationwhich resulted in strong brands having national presence.

Your Company continues to push boundaries of innovation through sustained R&D efforts.

Your Company continued its customer relationship building activities and organised various events to engage with its end customers i.e. the farmers.

AGRICULTURAL INPUTS:

During the year under review, Agricultural Inputs business recorded a growth of 31% in revenues and 34% in profitability over the previous year on account of healthy margins in plant growth promoters and herbicides.

During the year, the Company launched new products, viz.,”Impool” a herbicide and variants of “Zymegold”, a micronutrient, which are innovative products.

VEGETABLE OIL:

During the year under review, your Company’s Vegetable Oil operations registered a growth of 31% in revenues and 23%in profitabilitydespite adverse impact of new formula for pricing of Fresh Fruit Bunches (FFB) on account of healthy growth in arrivals of FFBs, control over fixed costs and high Crude Palm Oil prices.

Your Company has been allotted new area in Tamilnadu i.e. 3 districts – Virudhunagar, Sivaganga and Pudukottai.

Your company is in the process of setting up a new processing facility in Mizoram.

FINANCE AND INFORMATION SYSTEMS:

The treasury operation of your Company has been managed very efficiently and the Company has borrowed funds at very competitive interest rates. The credit rating granted by ICRA Limited to the Company stands reaffirmed at [ICRA] A1+. 

Your Company has implemented mobility solution which provides meaningful data online to sales force thereby enabling them to remain connected with the backend ERP systems. Your Company’s Information Technology (IT) Team has successfully implemented and tested Disaster Recovery programme.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your Company presently undertakes various Corporate Social Responsibility (CSR) initiatives in the following areas:-

a) Promotion of Education

b) Social Business Projects

c) Employment enhancing and vocational skills

d) Ensuring Environmental Sustainability (including tree plantation)

DIVIDEND

Your Directors recommend payment of Final dividend for the Financial Year (F.Y.) 2013-14 @ 275%.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial year under review.

SUBSIDIARY COMPANIES

Your Company continues to be the Holding Company of Godrej Seeds & Genetics Limited (GSGL) in which the Company holds 90% of the Paid-up Equity Share Capital and 100% of the Paid-up Preference Share Capital.

The Company is also the Holding Company of Godvet Agrochem Limited (GAL), which was incorporated on January 22, 2014 and entire Paid-up Equity Share Capital of GAL is held by your Company.

Golden Feed Products Limited (GFPL), a former wholly-owned subsidiary of your Company, has merged / amalgamated with your Company vide order of the Hon’ble Bombay High Court dated April 29, 2014, pursuant to the provisions of Sections 391 to 394 of the Companies Act, 1956. The Appointed Date of the merger is March 31, 2014 and the Effective Date of the merger is May 9, 2014. Consequently, GFPL ceases to be a subsidiary of your Company.

During the year under, Goldmuhor Agrochem & Feeds Limited (GAFL), a former wholly-owned subsidiary of your Company was merged / amalgamated with your company vide order of the Hon’ble Bombay High Court dated September 20, 2013. The Appointed Date of the merger is October 1, 2013 and the Effective Date of the merger is December 12, 2013. Consequently, GAFL ceases to be a subsidiary of your company.

The audited Balance Sheets of GSGL and GAL as at 31st March, 2014 together with their audited, Statements of Profit & Loss, Directors’ Reports and Auditors’ Reports thereon are attached to the Balance Sheet and Statement of Profit & Loss of your Company.

JOINT VENTURES

Your Company continues to have Joint Venture (JV) arrangement in ACI Godrej Agrovet Private Limited (Bangladesh) and Godrej Tyson Foods Limited.

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

The information in respect of these matters, required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of this Report, is annexed hereto (ANNEXURE - A).

DIRECTORS

During the year, there has been no change in the composition of the Board of Directors of your Company.

Mr. J. N. Godrej, Mr. V. M. Crishna and Mr. K. N. Petigara, Directors, retire by rotation at the ensuing AGM in accordance with Article 124 of the Articles of Association of the Company and the provisions of the Companies Act, 1956 and being eligible offer themselves for reappointment.

Mr. K. N. Petigara, was working as an Independent Director, though was not designated so far. This time Mr. Petigara would be designated as Independent Director.

STATUTORY AUDITORS

You are requested to appoint Statutory Auditors for the current Financial Year (F.Y.) 2014-15 and authorize the Board of Directors to fix their remuneration.

The retiring Statutory Auditors of the Company, viz., M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai (Firm Registration No. 104607W) are eligible for reappointment. A certificate from the Auditors has been received to the effect that they are eligible for re-appointment pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules 2014 and the Chartered Accountants Act, 1949.

COST AUDITORS

M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai have been appointed by the Board of Directors as the Cost Auditors of the Company for all the applicable products pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, for the Financial Year (F.Y.) 2014-15. The Shareholders are requested to ratify the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 1956, has been laid out in the Notes attached to and forming part of the Accounts. The Notes to the Accounts referred to the Auditors’ Report are self-explanatory and therefore, do not call for any further explanation.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292A of the Companies Act, 1956, your Company has constituted the Audit Committee of the Board of Directors.

The following Directors are the Members of the Audit Committee as on March 31, 2014:-

1. Mr. K. N. Petigara (Chairman)
2. Dr. S. L. Anaokar (Member)
3. Mr. B. S. Yadav (Member)
4. Mr. Rohit Sipahimalani (Member)

The Board of Directors, in its meeting held on May 14, 2014, appointed Mr. Amit B. Choudhury (Director) as a Member of the Audit Committee, in order to broad base the Audit Committee and thereby comply with the requirements of the Companies Act, 2013 as to the presence of independent Directors in the Audit Committee.

The Audit Committee, pursuant to the terms of reference specified by the Board from time to time, has made observations and recommendations to the Board in respect of internal control system, financial statements, Standard Accounting principles, risk management policies, etc. The Board of Directors has since accepted the recommendations of the Audit Committee.

REMUNERATION COMMITTEE

Pursuant to the provisions of Schedule XIII to the Companies Act, 1956, your Company has constituted the Remuneration Committee of the Board of Directors to approve the payment of remuneration to managerial personnel.

The following Directors are the Members of the Remuneration Committee as on March 31, 2014:-

1. Mr. K. N. Petigara (Chairman)
2. Dr. S. L. Anaokar (Member)
3. Mr. A. B. Choudhury (Member)

MANAGING COMMITTEE

Your Company has constituted the Managing Committee of the Board of Directors consisting of the following Directors, pursuant to Article 144 of the Articles of Association of the Company:-

1. Mr. N. B. Godrej (Chairman)
2. Mr. A. B. Godrej (Member)
3. Mr. B. S. Yadav (Member)
4. Dr. S. L. Anaokar (Member)
5. Ms. Nisaba Godrej (Member)

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Your Company has constituted Corporate Social Responsibility (CSR) Committee with effect from January 27, 2014 pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014, consisting of following Directors as its Members:

1. Mr. N. B. Godrej, Chairperson
2. Mr. B. S. Yadav, Member
3. Dr. S. L. Anaokar, Member

INTERNAL COMPLAINTS COMMITTEE

The Board of Directors of your Company has constituted an Internal Complaints Committee (ICC) with effect from January 27, 2014 pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 and the Rules framed thereunder, consisting of the following Members:

1. Ms. Tanya A. Dubash, Chairperson
2. Ms. Nisaba Godrej, Member
3. Mr. Sumit Mitra, Member
4. Mr. S. Varadaraj, Member
5. Ms. Sushma Sonty, Member
6. Ms. Neera Nundy, (External) Member

The Company has formulated and circulated to all the employees, a policy on prevention of sexual harassment at workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment. 

Since the constitution of the Internal Complaints Committee (ICC), no complaints of sexual harassment have been received by the ICC.

RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:-

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same ;

b) that they have 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 at the end of the financial year and of the profit of the Company for that period ;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

HUMAN RESOURCES

Your Company continues to invest in its human capital by developing their capabilities through different learning initiatives. Your Company hopes to reap the benefits of these learning initiatives in the coming years.

Your Company continues to maintain healthy and harmonious industrial relations.

The Board of Directors would like to place on record its sincere appreciation for the unstinted support it continues to receive from all associates.

PARTICULARS OF EMPLOYEES

Details of the employees covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2011, are attached (ANNEXURE - B). 

For and on behalf of the Board of Directors
N.B. Godrej

Chairman

Mumbai, May 14, 2014

ANNEXURE `A'

ANNEXURE FORMING PART OF THE DIRECTORS' REPORT

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956, READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO :

A) Conservation of Energy:

The Company continues to promote its policy of implementing various measures for conservation of energy. 

Some of the measures adopted by your Company for conservation of energy are as follows:

1. Installation ofVariable Frequency Drives at various units

2. Use of Briquettes in place of firewood and coal as an alternative source of energy

3. Reduction in specific fuel consumption in solid fired boilers

4. Reduction in machine breakdown hour and minimization of die changes

5. Improving and maintaining power factor levels

6. Avoidance of pre-grinding in line with post grinding without affecting production rate

7. Imparting training on various energy conservation measures to the employees

The adoption of above energy conservation measures has resulted in the following benefits to the Company:-

a) Direct reduction in energy consumption levels

b) Reduction in idle time running of machines

c) Enhancement in the useful life of plant & machinery

d) Decrease in process losses and storage losses

e) Reduction in combustion due to clean fuels

B) Technology Absorption, Adaptation and Innovation:

I. Your Company continued to carry out throughout the year under review, in-house research in quality systems and standards.

II. The Company's expenditure on R&D is given below :- 

C) Foreign Exchange Earnings and Outgo:

I. Your Company’s efforts to export agricultural products to United States of America, Kenya and Animal Feed Products to Bangladesh and other promising markets continued during the year.

For and on behalf of the Board of Directors
N.B. Godrej
Chairman

Mumbai, May 14, 2014

Your Directors recommend payment of Final dividend for the Financial Year (F.Y.) 2013-14 @ 275%.

Conservation of Energy:
The Company continues to promote its policy of implementing various measures for conservation of energy.
Some of the measures adopted by your Company for conservation of energy are as follows:
1. Installation ofVariable Frequency Drives at various units
2. Use of Briquettes in place of firewood and coal as an alternative source of energy
3. Reduction in specific fuel consumption in solid fired boilers
4. Reduction in machine breakdown hour and minimization of die changes
5. Improving and maintaining power factor levels
6. Avoidance of pre-grinding in line with post grinding without affecting production rate
7. Imparting training on various energy conservation measures to the employees
The adoption of above energy conservation measures has resulted in the following benefits to the Company:-
a) Direct reduction in energy consumption levels
b) Reduction in idle time running of machines
c) Enhancement in the useful life of plant & machinery
d) Decrease in process losses and storage losses
e) Reduction in combustion due to clean fuels

Details of the employees covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2011

Pursuant to the provisions contained in section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:-
a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same ;
b) that they have 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 at the end of the financial year and of the profit of the Company for that period ;
c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;
d) that they have prepared the annual accounts on a going concern basis.