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GODREJ INDUSTRIES LIMITED Global Coordinator and Book Runner

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GODREJ INDUSTRIES LIMITED Global Coordinator and Book Runner PLACEMENT DOCUMENT Serial Number [●] Not for Circulation GODREJ INDUSTRIES LIMITED (Incorporated in the Republic of India with limited liability under the Companies Act, 1956) Godrej Industries Limited (“ GIL ” or our “ Company ”) is issuing 27,906,950 Equity Shares of Rs. 1 each (the “Equity Shares”) at a price of Rs. 215 per Equity Share, which represents a premium of Rs. 214 per Equity Share, aggregating Rs. 6000 million (this “Issue”). THIS OFFERING AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE IN RELIANCE UPON CHAPTER XIII-A OF THE SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000, AS AMENDED (THE “SEBI GUIDELINES”). THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR, AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS. Invitations, offers and sales of Equity Shares shall only be made pursuant to the Placement Document, Confirmation of Allocation Note and the Application Form. See “Issue Procedure” beginning on page 112 of this Placement Document. The distribution of this Placement Document or the disclosure of its contents to any person, other than Qualified Institutional Buyers (as defined in the SEBI Guidelines) and persons retained by them to advise them with respect to their purchase of Equity Shares, is unauthorized and prohibited. Each Qualified Institutional Buyer, by accepting delivery of this Placement Document agrees to observe the foregoing restrictions, and to make no copies of this Placement Document or any documents referred to in this Placement Document. This Placement Document has not been and will not be registered as a prospectus with the Registrar of Companies in India, and will not be circulated or distributed to the public in India and will not constitute a public offer in India. Investments in equity shares involves risks and prospective investors should not invest any funds in this Issue unless they are prepared to take the risk of losing all or part of their investment. Investors are advised to read “Risk Factors” carefully before making an investment decision in this Issue. Each prospective investor is advised to consult its advisers about the particular consequences to it of an investment in the Equity Shares being issued pursuant to this Placement Document. All of our Company’s outstanding Equity Shares are listed on the Bombay Stock Exchange Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”, and together with the BSE, the “Indian Stock Exchanges”). The Company has undertaken to apply to have the Equity Shares to be issued in connection with this Issue approved for listing on the Indian Stock Exchanges. The closing price of our outstanding Equity Shares on the BSE and on the NSE on November 15, 2007 was Rs. 253.25 and Rs. 253.70 per Equity Share, respectively. The Stock Exchanges assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to trading on the Stock Exchanges should not be taken as an indication of the merits of our Company or the Equity Shares. YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) DELIVER THE PLACEMENT DOCUMENT TO ANY OTHER PERSON OR (2) REPRODUCE SUCH PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SEBI GUIDELINES OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS. A copy of the Preliminary Placement Document has been delivered to the Stock Exchanges. A copy of the Placement Document will be filed with the Stock Exchanges and will also be delivered to the Securities and Exchange Board of India (the “SEBI”) for record purposes. THIS PLACEMENT DOCUMENT HAS BEEN PREPARED BY THE COMPANY SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE PROPOSED ISSUE OF THE EQUITY SHARES DESCRIBED IN THIS PLACEMENT DOCUMENT. The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’) and, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to persons reasonably believed to be qualified institutional buyers (as such term is defined in Rule 144A under the Securities Act) pursuant to Section 4(2) of the Securities Act and (b) outside the United States in reliance on Regulation S under the Securities Act. The Equity Shares offered hereby are not transferable except in accordance with the restrictions described under “Placement”. The Equity Shares have not been approved or disapproved by the SEBI or any other regulatory authority. This Placement Document is dated November 15, 2007 Global Coordinator and Book Runner KOTAK MAHINDRA CAPITAL COMPANY LIMITED 3rd Floor, Bakhtawar, 229, Nariman Point, Mumbai 400 021, India TABLE OF CONTENTS NOTICE TO INVESTORS.....................................................................................................................................1 PRESENTATION OF FINANCIAL DATA.........................................................................................................6 FORWARD-LOOKING STATEMENTS.............................................................................................................7 ENFORCEMENT OF CIVIL LIABILITIES.......................................................................................................9 DEFINITIONS AND ABBREVIATIONS ..........................................................................................................10 SUMMARY.............................................................................................................................................................13 SUMMARY OF THE ISSUE................................................................................................................................16 RISK FACTORS....................................................................................................................................................18 MARKET PRICE INFORMATION...................................................................................................................39 USE OF PROCEEDS.............................................................................................................................................41 CAPITALISATION AND INDEBTEDNESS.....................................................................................................42 DIVIDEND POLICY.............................................................................................................................................45 SELECTED HISTORICAL FINANCIAL INFORMATION ..........................................................................46 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .......................................................................................................................................................50 INDUSTRY OVERVIEW.....................................................................................................................................67 OUR BUSINESS.....................................................................................................................................................79 REGULATIONS AND POLICIES......................................................................................................................99 BOARD OF DIRECTORS AND SENIOR MANAGEMENT........................................................................103 ORGANISATIONAL STRUCTURE AND PRINCIPAL SHAREHOLDERS............................................109 ISSUE PROCEDURE..........................................................................................................................................112 PLACEMENT ......................................................................................................................................................118 SELLING RESTRICTIONS ..............................................................................................................................119 TRANSFER RESTRICTIONS...........................................................................................................................124 INDIAN SECURITIES MARKET ....................................................................................................................126 DESCRIPTION OF THE SHARES ..................................................................................................................132 TAXATION ..........................................................................................................................................................138 LEGAL PROCEEDINGS ...................................................................................................................................145 INDEPENDENT ACCOUNTANTS ..................................................................................................................149 GENERAL INFORMATION.............................................................................................................................150
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