DIRECTORS' REPORT

TO  

THE MEMBERS,

Your Directors have pleasure in presenting the Annual Report along with the Audited Accounts for the Financial Year ended March 31, 2015.

Dividend

The Board of Directors of your Company recommends a final dividend of ~ 1.75 per equity share of Re. 1/- each, aggregating ~ 58.80 crore (previous year ~ 1.75 per equity share).

Management Discussion and Analysis

There is a separate section on Management Discussion and Analysis appended as Annexure A to this Report, which includes the following:

• Industry Structure and Developments

• Discussion on financial performance with respect to operational performance

• Segment wise performance

• Human Resources and Industrial Relations

• Opportunities and Threats

• Internal Control Systems and their adequacy

• Risks and Concerns

• Outlook

Subsidiary and Associate Companies

Your Company has interests in several industries including animal feeds, poultry and agro-products, oil palm plantation, property development, personal and home care, etc. through its subsidiary and associate companies.

Godrej Agrovet Limited (GAVL)

Godrej Agrovet Limited (GAVL), a subsidiary of your company is a diversified agribusiness company dedicated to improving the productivity of Indian farmers by innovating products and services that sustainably increase crop and livestock yields.

GAVL's consolidated Total Income grew by 7% from ~ 3590 crore to ~ 3843 crore during the financial year 2014-15. The Net Profit grew by 29% at ~ 214 crore as compared to ~ 166 crore during the previous financial year 2013-14.

The Animal Feeds vertical, which is our largest agri vertical, continues to do well. Cattle feed, layer feed and shrimp feed delivered a strong performance with a growth of 19%, 25% and 23% respectively despite adverse environmental conditions in the form of erratic and deficient monsoon.

In line with the focus on building quality manufacturing capacity in Animal Feed, GAVL invested in additional capacity at Baramati (Maharashtra), Hanuman Junction (AP), Tumkur (Karnataka) and Ikolaha (Punjab) during the year under review.

GAVL also continues to invest in sustained research and development efforts. During the year under review, it had launched Nadir Godrej Centre for Animal Research & Development (R & D), a state of the art R&D facility situated near Nashik, the R&D Centre is one of the first private sector investments in the space of improving yield of Livestock in India. The Centre is spread across 9 acres of land with separate facilities for trials on broiler, layer and cattle. GAVL also proposes to invest in a state of the art manufacturing facility to manufacture crop protection chemicals and other products at Dahej, Gujarat.

GAVL continued its customer relationship building activities and organized various events such as healthy calf competitions and Godrej Knowledge series lectures to educate its end customers i.e. the farmers.

In the Oil Palm vertical GAVL continues to focus on developing additional revenue stream by enhancing the value of Biomass generated in the business and on increasing the acreage under oil palm plantations. GAVL established a new plant at Kolasib, Mizoram during the year under review. It is possibly the highest investment made by any private company in the State of Mizoram.

During the year under review the performance of GAVL's joint ventures, Godrej Tyson Foods Limited (GTFL) and ACI Godrej Agrovet Private Limited, Bangladesh (ACI Godrej) was good.

ACI Godrej registered an excellent growth of 48% in profit before tax over previous year on account of favourable input costs and improved production efficiencies. GTFL has successfully evolved the business model by reducing its dependency on volatile Live Business. Going forward GTFL will focus on strengthening its Yummiez and Real Good Chicken brands. GTFL has successfully mitigated the risk of flat to low live price and increase / enhanced inputs price by remaining profitable.

Godrej Properties Limited (GPL)

Despite the challenging macroeconomic and real estate sector environment, GPL demonstrated strong results. For the full year, GPL's total consolidated income increased by 54% to INR 1,927 crore and net profit increased by 20% to INR 191 crore. From a business development perspective, GPL added 5 new projects with a saleable area of ~8 million square feet during the year. For new projects added to the portfolio, the focus has been entirely on residential projects in target cities with favourable deal structures.

Despite a very weak market for residential real estate GPL registered its best ever year for residential sales with a growth of 69% in volume terms and 58% in value terms as compared to FY14. GPL also had the best ever year for project deliveries with 3.5 million sq. ft. of space delivered during the year. One critical project delivery was the 760,000 sq. ft. of commercial space at Godrej One in Vikhroli, which will be the new headquarters of the Godrej Group. GPL also opened its first international sales office in Dubai to further expand its sales reach.

Despite very weak market conditions, sales in Gurgaon increased by over 500%. GPL has emerged as the largest developer in Gurgaon by sales volume in 2014. Four years ago GPL had no presence in NCR. In a short period of time, it added 5 projects in NCR and has already launched 4 of these projects with tremendous success. GPL's cumulative sales in Gurgaon now stands at more than 3 million sq. ft.

Sustainability is one of the key principles underscoring GPL's design led approach and GPL witnessed another year with its multiple projects receiving green building certifications. This included IGBC Platinum precertification for Godrej Platinum in Delhi and IGBC Gold precertification for Godrej Park, Godrej Anandam and Godrej United.

GPL received significant external recognition with a total of 59 awards being received in FY15. It has been ranked 1st in the real estate sector for the fifth consecutive year in the 'Best Companies to Work For' study by the Great Places to Work Institute in partnership with the Economic Times. Attracting the best management talent and creating an environment that allows this talent to flourish is the most important priority for the company.

Natures Basket Limited (NBL)

Godrej Nature's Basket is the retail venture of Godrej Group and is today India's foremost retail destination for fine foods from across the world.

Nature's Basket continued on its growth path, much above industry standards. NBL's total income grew by 20% year-on-year from ~ 174 crore during the financial year 2013-14 to ~ 209 crore during the financial year 2014-15.

NBL continued to be the most awarded gourmet business brand winning several awards in forums like India Retail Forum, Asia Retail Congress Awards, CMO Asia Congress many of which have been received for the 3rd year in a row.

The in-store consumer experience and brand imagery was maintained at highest levels to ensure that business continues to be seen aspirational and connects instantly with discerning consumers. Much of the growth and margin can be attributed to the increase in sales in our gifting and private label business.

NBL's private label brands, L'Exclusif and Healthy Alternatives, continued to be growth drivers with sales growing nearly 6 times over previous year and the further introduction of 150+ distinctive SKUs in 2014-15 taking the total range to 306 SKUs. NBL has expanded its range significantly and it is increasing in popularity. Sales from this segment contributed to nearly 6% of its overall sales. Private label will continue to be a key driver of growth in sales and margin.

NBL has revamped its web portal with a best in class user experience and strengthened backend ecommerce functionality. With the integration of robust technology platform and experts of ekstop.com with our existing online business, E-commerce business is poised to growth exponentially in 2015-16. The loyalty program base was further increased to cross 3 lac customers and contributed 57% of the sales.

Godrej Consumer Products Limited (GCPL)

GCPL, an associate of your Company, has continued to grow ahead of the overall FMCG sector, as well as home and personal care categories that it participates in, despite a challenging macro environment.

On a consolidated basis, GCPL reported a total income of ~ 8,351 crore during the financial year 2014-15 compared to ~ 7,665 crore for the previous year 2013-14. The Net Profit grew by 19% at ~ 907 crore as compared to ~ 760 crore during the financial year 2013-14.

GCPL's expanding footprint is driven by a focused 3x3 strategy - a presence in three business categories (personal care, hair care and home care) in three geographies (Asia, Africa and Latin America) - to become an emerging markets FMCG leader. Despite challenges across geographies, its businesses have performed well, with the company's salience of international revenues at 47%.

GCPL's focus has been to accelerate innovation and back new products with strong marketing investments. In the past year, GCPL made several new launches in the domestic and international businesses, expected to further enhance the company's competitiveness, improve the equity of its brands and drive increased penetration and consumption. Over 40% of GCPL's growth now comes from new products and renovations. It was also the highest ranked Indian company (at number 24) on Forbes' list of the 'World's 100 Most Innovative Growth Companies 2015', for the second year in a row.

Today, GCPL is one of the largest household and personal care companies in India; the leader in hair colour, household insecticides and liquid detergents, the number two player in toilet soaps and a fast-growing new entrant in air care. Significant marketing investments have driven higher consumption and penetration across the board. GCPL's superior global supply chain and future-ready sales organisation leverage the latest technology for sharper execution and better decision making, thus strengthening market positions.

It was ranked the number 1 FMCG Company to work for in the 'Great Place to Work - Best Workplaces in India 2014' list; its eleventh consecutive year on the list. It was also ranked number 14 on the 'Great Place to Work - Best Workplaces in Asia 2014' list and ranked among the 'Aon Hewitt Best Employers in India - 2015' survey

Other Subsidiaries

Godrej International Limited (GINL) is a wholly owned subsidiary of Godrej Industries Ltd. and trades worldwide in vegetable oils. The year under review was marked with greater than normal volatility brought about by the sharp drop in mineral oil prices, thus affecting the usage of veg oils in bio diesel.

Godrej International Trading & Investments Pte. Limited (GITI) is also a wholly owned subsidiary of the Company and is incorporated in Singapore. The company continued to trade profitably and maintained its presence in key veg oil markets.

Godrej International Limited (Labuan) has been incorporated in the Malaysian Financial Centre of Labuan in February 2015. It is a wholly owned subsidiary of the Company and commenced its trading since April 2015. Being at the heart of the palm oil industry, it is likely to encompass the major portion of our trading activity in the near future.

Ensemble Holding and Finance Limited (EHFL), a wholly owned subsidiary of your Company, is a Non-Banking Finance Company. The total income of EHFL for the financial year 2014-15 was ~ 0.97 crore as against that of ~ 0.99 crore last year. The Net Profit before Tax of EHFL during the financial year ended March 31, 2015 was ~ 0.95 crore as against that of ~ 0.97 crore last year.

Pursuant to clause 49 of the listing agreement, your Company has formulated a policy for determining its 'material subsidiaries'. The said policy has been uploaded on the Company's website <http://www.godrej.com/godrej/GodrejIndustries/pdf/material_subsidiaries.pdf>

Amalgamation

During the year under review, Wadala Commodities Limited (WCL) has amalgamated with your Company in terms of the Scheme of Amalgamation (the Scheme) sanctioned by the Hon'ble Bombay High Court vide its order dated September 5, 2014 and by the Hon'ble High Court of Madhya Pradesh, Indore Bench on October 28, 2014. The appointed date of the Scheme was April 1, 2014 and the effective date of the Scheme was November 21, 2014 i.e. the date on which your Company and WCL filed the certified copy of the respective High Court order with the Registrar of Companies, Mumbai, Maharashtra and Registrar of Companies, Gwalior, Madhya Pradesh. Thereafter, between January and March 2015, your Company allotted equity shares to the shareholders of WCL and GIL pursuant to the scheme. Your Company has received all the necessary regulatory approvals and has also completed requisite filings.

Financial Position

The loan funds at the end of the year stand at ~ 2,022 crore as compared to ~ 1,327 crore for the previous year. The debt equity ratio is 1.16 as compared to 0.79 last year. Your Company continues to hold the topmost rating of [ICRA]A1+ from ICRA for its commercial paper program C 700 crore) (previous year ~ 600 crore). ICRA has reaffirmed an [ICRA]A1+ rating for its short term debt instruments/other banking facilities f 800 crore) (previous year ~ 900 crore). This rating of ICRA represents highest-credit quality carrying lowest-credit risk. ICRA also reaffirmed [ICRA] AA rating with stable outlook for long-term debt, Non-convertible Debentures, working capital and other banking facilities f 940 crore) (previous year ~ 940 crore). This rating represents high-credit quality carrying low-credit risk. ICRA has also assigned a rating of MAA+ with stable outlook for our Public Deposit scheme. The Public Deposit scheme under the Companies Act, 1956 has been discontinued. Instruments with this rating are considered to have the high-credit quality and low credit risk.

Manufacturing Facilities

The chemicals division of your Company has manufacturing units at Ambernath and Valia.

The Ambernath factory which commenced manufacturing during the previous financial year is now fully operational. The Ambernath factory is ISO-9001:2008 and ISO 14001:2004 certified.

The Valia factory is ISO-9001:2008 and ISO 14001:2004 certified. The Valia factory won the FICCI award for Efficiency in Energy Usage in Chemical Sector.

The Vegoils Division (Wadala) continues to operate as a contract processor of edible oils and vanaspati. The division recorded a turnover of ~ 6 crore.

Research and Development (R&D)

In the year under consideration our R&D activities have resulted in the launch of few new products, each of them being high value derivatives of fatty alcohols, having specialty applications in personal care products and textile auxiliaries. Innovation in existing processes and the endeavour to develop new processes and technologies will be an ongoing activity. We continue to focus our attention on high value fractionated fatty acids and fatty alcohols for the polymer, oilfield, lubricant and paper industries. We continue our efforts in developing improved and customized specialty surfactants and bio surfactants through in house development and external consultation.

Human Resource Development and Industrial Relations

During the year under review, industrial relations at all plant locations remained harmonious.

Your Company emphasizes on the safety of people working in its premises. Structured safety meetings were held and safety programmes were organized for them throughout the year.

Business Responsibility Report

SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012 had proposed to mandate inclusion of Business Responsibility Reports as part of the Annual Reports for listed entities. According to the proposal, the report should describe measures taken by the listed companies along with key principles enunciated in the 'National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business' framed by the Ministry of Corporate Affairs. This is intended to be adopted by companies in India to report their Corporate Social Responsibility (CSR) activities and initiatives.

A detailed report on your Company's sustainability initiatives is published in the Business Responsibility Report, as 'Annexure B' and forms a part of this report.

Information Systems

Your Company has automated Export Benefit related Processes using SAP System. It helped the organization for managing better control on application, status of benefits, receipt of benefits and utilization of benefits. The system has helped business to have online tracking & monitoring of entire process of export benefit utilization and available for utilization.

We will continue to leverage technology and setup "Green Initiatives" through use of technology..

Employee Stock Grant Scheme 2011 (ESGS) and Employee Stock Option Plan (ESOP)

On February 11, 2015, the Nomination and Compensation Committee approved a total of 1,12,747 stock grants equivalent to 1,12,747 equity shares of the Company to eligible employees in terms of the ESGS 2011 Scheme. The exercise price is Re. 1/- per equity share. As on March 31, 2015 and in terms of the ESGS Scheme, 2011, a total of 1,58,957 grants were vested, exercised and allotted.

During the current year, The Securities and Exchange Board of India(SEBI) has issued the SEBI (Share Based Employee Benefits) Regulation, 2014, which requires that the accounting treatment for employee share based payments to be based on the Guidance Note on Accounting for Employees Share-Based Payments issued by the Institute of Chartered Accountants of India. Accordingly, the Company has not included the Financial Statements of the Godrej Industries Limited Employees Stock Option Trust (ESOP Trust) in the preparation of the Standalone financial statements of the Company for the year ended March 31, 2015, as compared to the previous year where the same were consolidated. Consequently, these financial statements do not include the assets, liabilities, income and expenditure of the ESOP Trust and to that extent, the figures for the previous year are not comparable.

Disclosure in compliance with Companies (Share Capital and Debentures) Rules, 2014 and clause 12 of the Securities and Exchange Board of India (Employees Stock Purchase Scheme) Guidelines, 1999 is given in Annexure C attached and forms a part of this report.

Fixed Deposits

Your Company is currently not accepting public deposits. The management of the Company is thankful to all the investors for their continued trust in the Company. During the year ended March 31, 2015, deposits aggregating to ~ 18.75 Crore have been repaid on maturity. The Company has no overdue deposits other than unclaimed deposits.

Depository System

Your Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2015, 99.74% of the equity shares of your Company were held in demat form.

Directors

In accordance with the Articles of Association of the Company, the following directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment;

Provisions of Section 149 of the Companies Act, 2013 provides that every listed public company is required to have at least one-third of the total number of directors as Independent Directors who shall hold office for a term of consecutive five years. No Independent Director shall be eligible for more than two consecutive terms of five years and such Independent Director shall not be liable to retire by rotation. Consequent upon applicability of the Companies Act, 2013 w.e.f. April 1, 2014, all the above Non-Executive Directors were appointed as Independent Directors of your Company, not liable to retire by rotation, for a period of five consecutive years w.e.f. the date of last Annual General Meeting i.e. August 9, 2014.

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Your Company has 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. This was in line with the requirements mentioned in the Companies Act, 2013 and the listing agreement.

The HR team of the Company worked directly with the Chairman and the Nomination and Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised four sections and compiled feedback and suggestions on:

• Board Processes (including Board composition, strategic orientation and team dynamics);

• Individual Committees;

• Individual Board Members; and

• the Chairman

The following reports were created, as part of the evaluation:

• Board Feedback Report;

• Individual Board Member Feedback Report; and

• Chairman's Feedback Report

The overall Board Feedback Report was facilitated by Mr. K. M. Elavia, an independent director. The Directors shared their feedback about the Board functioning and also identified areas which have scope for improvement. The Individual Committees and Board Members' feedback was shared with the Chairman. Following his evaluation, a Chairman's Feedback Report was also compiled.

On the recommendation of the Nomination & Compensation Committee, the Board had framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Remuneration Policy are stated below:

Pursuant to clause 49 of the listing agreement, a familiarisation program has been conducted for the independent directors of the Company. Under this program a visit to the Ambernath factory was arranged for the independent directors of the Company. The details of Directors familiarisation program are uploaded on the Company's website.

<http://www.godrej.com/godrej/GodrejIndustries/pdf/LtdDirectorsFamilarisationPrg.pdf>  

Key Managerial Personnel

Mr. P. Ganesh has been appointed as the Chief Financial Officer and Company Secretary with effect from April 1, 2015. He shall be the compliance officer and shall ensure compliances with effect from April 1, 2015. Mr. Clement Pinto and Mr. K. R. Rajput, stepped down from their positions as Chief Financial Officer and Company Secretary respectively, with effect from March 31, 2015.

Statutory Auditors

Pursuant to section 139 of the Companies Act, 2013, your Company has appointed M/s. Kalyaniwalla and Mistry, Chartered Accountants (Firm Regn. No. 104607W) as Auditors of the Company to hold office from the conclusion of the previous annual general meeting until the conclusion of fourth consecutive annual general meeting (AGM), subject to the ratification of reappointment by the members at every AGM.

You are requested to ratify the re-appointment of Auditors and to authorise the Board to fix their remuneration. The auditors M/s. Kalyaniwalla and Mistry, Chartered Accountants, are eligible for reappointment. A certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the prescribed limits.

Cost Auditors

Pursuant to directions from the Department of Company Affairs, M/s. R. Nanabhoy & Co., Cost Accountants have been appointed as Cost Auditors for the applicable products of the Company for the year 2014-15. They are required to submit the report to the Central Government within 180 days from the end of the accounting year.

Secretarial Auditors

The Board has appointed M/s A. N. Ramani & Co., Company Secretaries, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure 'G' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Audit Committee

The Audit Committee, constituted pursuant to the provisions of the Companies Act and the listing agreement, has reviewed the Accounts for the year ended March 31, 2015. The members of the Audit Committee are Mr. K. K. Dastur, Mr. S. A. Ahmadullah, Mr. K. N. Petigara and Mr. A. B. Choudhury, all Independent Directors.

Policy to Prevent Sexual Harassment at Work Place

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act'), your Company has constituted an Internal Complaints Committee. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report. This is in compliance with section 22 of the Act.

Directors' Responsibility Statement

Pursuant to the provisions contained in Section 134 of the Companies Act, 2013, the Directors of your Company confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

e) that the proper policies and procedures have been adopted for ensuring the orderly and efficient conduct of its business, including adherence to code of conduct and policies, the safeguarding of 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 and that such policies and procedures are adequate and were operating effectively.

f) that proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

Corporate Governance

As required by the existing clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. The Auditors have certified the Company's compliance of the requirements of Corporate Governance in terms of clause 49 of the Listing Agreement and the same is annexed to the Report on Corporate Governance.

Disclosures and Information under the Companies Act, 2013

Pursuant to section 134 and any other applicable section of the Companies Act, 2013 (the Act), following disclosures and information is furnished to the shareholders:

(a) Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo

'Annexure D' to this Report gives information in respect of Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo, required under Section 134(3)(m) of the Companies Act, 2013, and forms a part of the Directors' Report.

(b) Annual return

The extracts of the annual return as provided under sub section (3) of Section 92 of the Act is given in Form No. MGT 9 as 'Annexure E', attached and forms a part of this report.

(c) Board meetings

The Board of Directors of your Company met 6 (six) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

(d) Loans, Guarantees & Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

(e) Related Party Transactions

All related party transactions entered into by your Company during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key

Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Prior approval of the Audit Committee was obtained for those transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable. Attention of members is also drawn to the disclosure of transactions with related parties set out in Note No. 45 of Standalone Financial Statements, forming part of the Annual Report. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The policy on Related Party Transactions is uploaded on the Company's website <http://www>. godrej.com/godrej/GodrejIndustries/pdf/Policy-on-Related-Party-Transaction.pdf.

(f) Particulars of Employees:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure 'F' to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available for inspection by the members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent.

(g) Risk Management

Your Company had formed a Risk Management Committee consisting of the Managing Director and the Whole time Directors. The Committee identifies, evaluate business risks and opportunities. This Committee has formulated and implemented a policy on risk management to ensure that the company's reporting system is reliable and that the company complies with relevant laws and regulations. The Board of Directors of your Company are of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

Your Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

(h) Nomination & Remuneration Policy for Senior Management

The details relating to ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2014-15 is given in 'Annexure F' attached and forms part of this Report.

The policy of your Company on director's appointment and remuneration of the directors, key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of a director, is stated below:

 (i) Financials

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statement relates and the date of the report.

There are no qualifications, reservations or adverse remarks in the Auditors Report and the Secretarial Audit Report for the financial year 2014-15.

(j) Share Capital

During the year under review your company allotted 2,67,757 equity shares of Re.1 each pursuant to the scheme of amalgamation of Wadala Commodities Limited with Godrej Industries Limited and 1,58,957 equity shares of Re.1 each upon exercise of stock option under Company's Employee Stock Grants Scheme. Consequently, the paid up share capital of your Company has increased from ~ 33,54,55,260/- divided into 33,54,55,260 equity shares of Re.1 each to ~ 33,58,81,974 divided into 33,58,81,974 equity shares of Re.1 each.

(k) Significant Court Order received

During the year under review the Hon'ble High Court of judicature at Bombay had, on September 5, 2014, passed an order approving the scheme of amalgamation of Wadala Commodities Limited with Godrej Industries Limited.

Additional Information

The consolidated financial statements of the Company forms a part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the financial statements of its subsidiaries. The Audited Annual Accounts and related information of the Company's subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at the Company's registered office in Mumbai, India. The subsidiary companies' documents will also be available for inspection at the respective registered offices of the subsidiary companies during business hours.

Acknowledgement

Your Directors thank the Union Government, the Governments of Maharashtra and Gujarat as also all the Government agencies, banks, financial institutions, shareholders, customers, employees, fixed deposit holders, vendors and other business associates, who, through their continued support and co-operation, have helped as partners in your Company's progress.

For and on behalf of the Board of Directors

A. B. Godrej

Chairman  

Place : Mumbai,  

Date : May 27, 2015.