INNOVATING FOR A BRIGHTER FUTURE. www.godrejinds.com GODREJ INDUSTRIES LT D. GODREJ INDUSTRIES LIMITED File : GIL Annual Report10 Pg 9-26 / Size: Close Size: 20.3cm(w)x26cm(h) Annual Report 2009–2010 GODREJ INDUSTRIES LIMITED DIRECTORS A.B. Godrej Chairman J.N. Godrej N.B. Godrej Managing Director S.A. Ahmadullah J.S. Bilimoria A.B. Choudhury V.M. Crishna K.K. Dastur N.D. Forbes V.N. Gogate K.N. Petigara F.P. Sarkari T.A. Dubash Executive Director & President (Marketing) M. Eipe Executive Director & President (Chemicals) COMPANY SECRETARY V. Srinivasan AUDITORS Kalyaniwalla & Mistry, Chartered Accountants 1 REGISTERED OFFICE : Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400 079. Phone : 022-2518 8010, 2518 8020, 2518 8030 Fax : 022-2518 8074, 2518 8066 website : www.godrejinds.com FACTORIES : Vikhroli Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400 079. Phone : 022-2518 8010, 2518 8020, 2518 8030 Fax : 022-2518 8066, 2518 8064 Valia Burjorjinagar, (DTA & EOU) Plot No. 3, Village Kanearo, Taluka - Valia, District Bharuch, Gujarat 393 135. Phone : 02643 - 270756 to 270760 Fax : 02643 - 270018 Wadala L.M. Nadkarni Marg, CONTENTS Page Nos. Near M.P.T. Hospital, Chairman’s Statement .............................. 03 Wadala (East), Mumbai 400 037. Financial Highlights .................................. 04 Phone : 022 - 2415 4816, 2414 8770 Notice ................................................. 05 Fax : 022 - 2414 6204 Directors’ Report along with Management BRANCHES : Delhi 4th Floor, Delite Theatre Building, Discussion and Analysis Report .................... 11 4/1, Asaf Ali Road, New Delhi 110 002. Report on Corporate Governance ................. 24 Phone : 011 - 2326 1066 Fax : 011 - 2326 1088 Shareholders’ Information ..........................31 Kolkata Block GN, Sector - V, Auditors’ Report ...................................... 33 Salt Lake City, Kolkata 700 091. Standalone Accounts ................................ 36 Phone : 033 - 2357 3555 Fax : 033 - 2357 3945 Consolidated Accounts .............................. 66 London 284A, Chase Road, Southgate, Statement Pursuant to Section 212 ............... 88 London N14 - 6HF., UK Phone : (004420) - 88860145 SUBSIDIARIES Fax : (004420) - 88869424 Godrej Agrovet Limited ............................. 92 BANKERS : Central Bank of India Golden Feed Products Limited ................... 108 State Bank of India Godrej Oil Palm Limited ...........................112 Bank of India HDFC Bank Ltd. Cauvery Palm Oil Limited ......................... 119 Citibank N.A. Natures Basket Limited ............................126 Hong Kong and Shanghai Banking Corp. Ltd. Ensemble Holdings & Finance Limited ..........133 DBS Bank Ltd. IDBI Bank Ltd. Godrej Properties Limited ......................... 139 Godrej Realty Private Limited ....................152 REGISTRARS Godrej Real Estate Private Limited ..............156 & TRANSFER AGEN T : Computech Sharecap Ltd. Godrej Developers Private Limited ..............160 147, Mahatma Gandhi Road, Opp. Jehangir Art Gallery, Fort, Godrej Seaview Properties Private Limited ....164 Mumbai 400 001. Happy Highrises Limited ...........................168 Phone : 022 - 2263 5000 to 2263 5002 Godrej Waterside Properties Limited............ 172 Fax : 022 - 2263 5001 e-Mail : [email protected] Godrej Estate Developers Private Limited ..... 176 Godrej International Limited .....................180 2 Annual Report 2009–2010 CHAIRMAN’S STATEMENT DearD Shareholders, ItIt is my pleasure to write to you following a positive year that began in recovery from the globalg economic crisis and turned into a good year for Godrej Industries. During the economic downturn,d we focused on various initiatives to improve our operational effi ciencies and de-risk ouro portfolio. These initiatives have enabled us to reinvent our processes and reinvigorate ouro business and we expect to reap benefi ts in this current growth cycle. OurO diversifi ed business model is unique with interests in the form of operating businesses, subsidiaries,s joint ventures and investments. This variety allows our shareholders to partake inin growth in our entire range of businesses, including oleo-chemicals, agriculture, real estate, consumerc products, and foods. These sectors are essential parts of the Indian economy, and with growth in the Indian economy now in full swing, these are very exciting times at Godrej. We have always laid strong emphasis on green and environmentally friendly business practices, which in turn have lead to strong advantages and dividends. We have maintained our position as market leaders in the Indian oleo-chemicals and surfactants space. Our chemical business had healthy profi t margins this year due to consistently strong demand and normalized raw material prices. In addition, we have signifi cantly improved effi ciencies and reduced costs in the division, which will yield results in the years to come. Results from the agri and palm oil business have been especially encouraging and we anticipate these businesses to be among the most impressive growth drivers going forward. There has been considerable growth in the consumer and healthcare business due to high consumer demand for our products across the country. The Godrej brand reaches over 470 million consumers daily and our business always strives to exceed our customers’ changing expectations. Our property development business was successfully listed on the stock exchanges this year and we have projects under construction in several cities across India. There is tremendous demand for residential housing, and affordable housing is an area of particular interest. We expect a housing boom in the next decade, supported by robust economic progress and readily available mortgages. We will harness this potential by continuing to cater to this need and anticipate very aggressive growth for our property development business. The downturn challenged us at Godrej, but we viewed it as an opportunity to evaluate our operations to energize ourselves and our businesses. We focused on initiatives that would enable us to be a company of the future. We have worked on redefi ning the Godrej brand to strengthen brand unity across our broad range of businesses. We reinforced our commitment to innovation, adding technology while improving effi ciency to processes that uphold our high quality standards while sustaining product affordability. Godrej has over a century of industry experience and is one of the most trusted business houses in India. Our management practices and code of conduct have ensured good governance across our businesses. In line with our corporate values, we renewed our responsibility to create social capital by implementing initiatives to improve and create social awareness on issues like disability rights, healthcare, education, environmental issues, and social welfare. Our high standards are present throughout the group’s various businesses and ensure our dedication to our shareholders, business partners, and employees. We hope to continually improve our businesses and envision an even brighter future for Godrej. I appreciate our employees for their outstanding contribution, our business partners, vendors, business associates as well as the Central and State Governments for their support. I would also like to thank our shareholders for their sustained encouragement and support. Yours faithfully, Adi Godrej Chairman 3 FINANCIAL HIGHLIGHTS (Rs. Lac) 2009-10 2008-09 2007-08 2006-07 2005-06 2004-05 BALANCE SHEET SOURCES OF FUNDS : Shareholders’ Funds Share Capital 3,176.25 3,197.59 3,197.59 2,918.52 2,919.00 2,919.00 Reserves & Surplus 99,093.36 99,514.61 102,644.47 38,142.56 34,217.00 30,618.00 Secured Loans 20,418.89 23,282.16 24,948.07 33,092.48 24,910.00 22,075.00 Unsecured Loans 34,342.14 36,814.31 18,618.92 13,677.13 7,803.00 3,557.00 Deferred Tax Liability 3,198.20 3,278.20 3,619.20 3,980.00 3,818.00 2,502.00 160,228.84 166,086.87 153,028.25 91,810.69 73,667.00 61,671.00 APPLICATION OF FUNDS : Fixed Assets 29,828.78 28,870.84 27,142.37 28,704.33 28,594.00 25,100.00 Investments 114,761.99 114,808.02 77,548.43 48,566.78 37,135.00 33,577.00 Net Working Capital 15,638.07 22,022.14 47,269.56 12,937.47 5,719.00 2,868.00 Miscellaneous Expenditure - 385.87 1,067.89 1,602.11 2,219.00 126.00 160,228.84 166,086.87 153,028.25 91,810.69 73,667.00 61,671.00 INCOME AND PROFIT Total Income 99,169.73 97,148.32 83,881.74 78,291.22 80,270.00 82,353.00 Expenditure other than Interest and Depreciation 82,306.87 86,745.94 67,119.44 64,077.98 69,661.00 70,117.00 Profi t before Interest, Depreciation and Tax 16,862.86 10,402.38 16,762.30 14,213.24 10,609.00 12,236.00 Interest (net) 6,024.79 6,106.12 3,443.74 3,830.78 2,837.00 2,582.00 Profi t before Depreciation and Tax 10,838.07 4,296.26 13,318.56 10,382.46 7,772.00 9,654.00 Depreciation 2,838.80 2,646.19 2,547.00 2,426.36 2,259.00 2,148.00 Profi t before Tax and exceptional items 7,999.27 1,650.07 10,771.56 7,956.10 5,513.00 7,506.00 Exceptional items - (expense)/income - 26.00 310.28 94.75 3,510.80 - Provision for Current Tax (13.47) 123.27 561.87 82.77 545.16 401.00 Net Profi t after Tax 8,012.74 1,552.80 10,519.97 7,968.08 8,478.64 7,105.00 Provision for Deferred Tax (80.00) (341.00) (361.00) 162.00 1,316.00 (470.00) Adjustment in respect of prior years - (expense)/income - (86.11) - - 50.08 2.00 Net Profi t after taxes and adjustments 8,092.74 1,807.69 10,880.97 7,806.08 7,112.56 7,577.00 Total Income 2009-2010 Total Expenditure 2009-2010 Break-up of Total Income Break-up of Total Expenditure Rs. Lac Rs. Lac Materials 51,680.87 Chemicals 78,123.55 Staff Costs 10,582.61 Estate 2,775.39 Depreciation 2,838.80 Finance & Investment 17,081.77 Interest 6,024.79 Others 1,189.02 Other Operating 20,043.39 99,169.73 Expenses 91,170.46 4 Annual Report 2009–2010 NOTICE TO SHAREHOLDERS NOTICE is hereby given that the TWENTY-SECOND ANNUAL GENERAL MEETING of the members of GODREJ INDUSTRIES LIMITED will be held on Tuesday, July 27, 2010 at 4.30 P.M.