GODREJ CONSUMER PRODUCTS LIMITED

Registered Office: Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai - 400 079
Visit us at: www.godrejcp.com

PUBLIC ANNOUNCEMENT CUM PUBLIC NOTICE

FOR THE ATTENTION OF THE SHAREHOLDERS/BENEFICIAL OWNERS OF EQUITY SHARES OF THE COMPANY
[This Public Announcement cum Public Notice is in compliance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations,1998, as amended]
Offer for Buy Back of Equity Shares from Open Market through Stock Exchange(s) 4.3 Some of the promoters and/ or persons in control of the Company, have 7 SOURCES OF FUNDS 10 STATUTORY APPROVALS
1 THE BUYBACK purchased an aggregate of 55,00,000 shares at various dates during the period 7.1 The maximum amount, which the Company would employ for the purposes of Buyback of Shares from Non Resident and NRI shareholders will be subject to
of 12 months preceding the date of this Public Announcement, the highest rate the Buyback, is Rs. 370 lac. approvals, if any, of the appropriate authorities including Reserve Bank of India,
Godrej Consumer Products Limited (“GCPL” or “the Company”), hereby being Rs. 141 per share on September 23, 2003 and the lowest rate being as applicable.
announces the Buyback (the “Buyback”) of its fully paid-up equity shares of the Rs. 100.25 per share on January 30, 2003 and have also sold an aggregate of 7.2 The funds for Buyback will be available from the current surpluses, and/or cash 11 PROPOSED TIME TABLE
face value Rs. 4/- each (“Shares”) from the existing owners of Shares from the 73,23,703 shares at the highest rate of Rs. 140.89 per share on September 23, balances, internal accruals/ operating cash inflows of the Company. Funds
Board Meeting approving buyback October 22, 2003
open market through stock exchange using the electronic trading facilities of 2003 and the lowest rate of Rs. 100.25 per share on January 30,2003. borrowed from Banks and Financial Institutions will not be used for the Buyback.
Date of opening of the buyback Not earlier than October 30, 2003
the Stock Exchange, Mumbai (“BSE”), The National Stock Exchange of India The cost of financing the Buyback would be notional loss in other income, if
5 NECESSITY FOR BUYBACK Acceptance of Shares Within 15 days of the relevant payout
Limited (“NSE”), The Delhi Stock Exchange Association Ltd (“DSE”) and the any, if the funds used for Buyback were deployed in the ordinary course of the
dates of the Stock Exchanges.
Madras Stock Exchange Limited (“MSE”) (together the “Stock Exchanges”), in The Board believes that the Company’s shares are undervalued by the market. Company’s business.
Extinguishment of Shares Within 7 days of acceptance as above
accordance with the first proviso to Section 77A(2)(b) of the Companies Act, The Buyback would provide an additional exit route to those shareholders who 8 LISTING DETAILS AND STOCK MARKET DATA
1956 (“Act”) and the Securities and Exchange Board of India (Buy Back of so desire, and would enhance the value of the shareholders continuing to hold Last Date for the buyback October 21, 2004 or earlier as may be
8.1 The Shares are listed on BSE, NSE and stock exchanges at Delhi, Kolkata, decided by the Board/Management
Securities) Regulations, 1998 (the “Buyback Regulations”) at a price not the Shares of the Company. This will also add to shareholder value by reducing
Chennai and Ahmedabad. Committee.
exceeding Rs. 200/- per Share (“Maximum Buyback Price”) payable in cash, the cost of servicing the capital in future. The Board believes that the Buyback
for an aggregate amount not exceeding Rs. 370 lac (Rupees Three hundred would not adversely impact the shareholders continuing with the Company. 8.2 The high, low and average market prices of the Company since listing, and the 12 PROCESS AND METHODOLOGY FOR BUYBACK PROGRAM
and Seventy lac) (“Buyback Size”). The Buyback Size represents 9.84% of the The Buyback is expected to lead to a reduction in the number of Shares monthly high, low and average market prices for each of the six months 12.1 The Buyback is open to all shareholders/ beneficial owners of Shares, both registered
preceding this public announcement along with the corresponding volumes on and unregistered, except promoters and persons in control of the Company.
aggregate of the Company’s paid-up equity capital and free reserves as on outstanding, which can lead to improvement in earnings per Share and an
March 31, 2003, suitably adjusted for the effect of the Company’s previous overall enhancement of value for shareholders continuing with the Company. the Stock Exchanges are as follows: 12.2 The Buyback is proposed to be implemented by the Company through the
methodology of “Open market purchases through the Stock Exchanges”, as in
buyback offer announced on January 16, 2003. 6 OTHER INFORMATION The Stock Exchange, Mumbai
the Buyback Regulations. The Company proposes to buyback Shares on:
The number of Shares bought back would depend upon the average price paid 6.1 The first proviso to section 77A(2)(b) of the Companies Act, 1956 permits buy- Period High Date of High/ Low Date of Low/ Average Total a) BSE
for the Shares bought back and the amount deployed in the Buyback. As an back of equity shares of a company upto 10% of its paid-up equity capital and (Rs.) No. of Shares (Rs.) No. of Shares Price* volume b) NSE
illustration, at the proposed maximum price of Rs 200/- per Share and for an free reserves by means of resolution passed by its Board of Directors. The traded on that traded on (Rs.) traded c) MSE
aggregate amount of Rs 370 lac deployed, the number of Shares bought back Board of Directors of Godrej Consumer Products Limited (“Company”) in its date that date in period
d) DSE
would be 1,85,000 Equity Shares which would amount to approximately 0.32% meeting held on October 22, 2003 has approved a buyback (“Buyback”) of FY02 ** 63.75 28.3.02 40.75 17.9.01 52.47 4240526 12.3The Buyback shall be implemented in the manner and following the procedures
of the pre-Buyback paid-up equity share capital of the Company. Should the equity shares of Rs.4/- each of the Company (“Shares”) through the open (19899) (4180) prescribed in the Act and the Buyback Regulations and as may be determined
average purchase price be lower than Rs. 200/- the number of Shares bought market, subject to a maximum price of Rs.200/- per share (“Buyback Price”) FY03 119.40 30.8.02 60.05 3.4.02 96.98 10718393 by the Board of Directors (including the Management Committee of the Company
back would be more, assuming the deployment of an aggregate amount of Rs. and a maximum outlay for Buyback of Rs. 370 Lac (“Buyback Amount”). The (36061) (64997) authorized to complete the formalities of the Buyback), hereafter referred to as
370 lac. Hence, there is no specific minimum or maximum number of Shares Board of Directors also authorised the Management Committee of the Company the “Board”, and on such terms and conditions, as may be permitted by law
Apr 2003 110.45 8.4.03 102.00 30.4.03 108.09 192423
that the Company proposes to buy back. to complete the formalities for the Buyback, including determining the actual (4980) (2743) from time to time. There will be no negotiated deals, spot transactions, or any
2 AUTHORITY FOR THE BUYBACK price, timing and number of shares to be bought back, within the aforesaid May 2003 110.60 22.5.03 107.60 15.5.03 108.99 185628 private arrangements in the implementation of the Buyback.
Pursuant to first proviso to Section 77A(2) (b) and other applicable provisions limits. (4612) (2484) 12.4 For the aforesaid Buyback, the Company has appointed the following brokers
of the Act, the Regulations and other relevant provisions of the Articles of 6.2 The Buyback is proposed from the open market through stock exchanges with (the “Appointed Brokers”) through whom the purchases and settlement on
Jun 2003 124.70 30.6.03 110.05 4.6.03 116.36 341614 account of the Buyback would be made:
Association of the Company, the Buyback is duly authorized by a resolution electronic trading facility. (3159) (3261)
passed by the Board of Directors at their meeting on October 22, 2003. • SBI Capital Markets Limited (BSE, NSE)
6.3 The Company believes that the Shares are undervalued by the market. The Jul 2003 125.50 16.7.03 118.35 7.7.03 121.77 502083 • B. D. Shroff Securities Pvt. Ltd. (BSE)
3 BRIEF INFORMATION ABOUT THE COMPANY Company believes that this would provide an additional exit route to those (11709) (68831)
• Innovate Securities Pvt. Ltd. (NSE)
3.1 GCPL was formed in November, 2000 to take over the consumer products shareholders who so desire, and would enhance the value of the shareholders Aug 2003 137.50 28.8.03 116.35 12.8.03 121.64 573623 • Paterson & Company Pvt. Ltd. (MSE)
business of Godrej Soaps Ltd. pursuant to a scheme of demerger that was continuing to hold the Shares. This will also add to shareholder value by reducing (109148) (15016)
the cost of servicing the capital in future. • Bharat Bhushan & Company (DSE)
effective from April 1, 2001. Godrej & Boyce Mfg Co. Ltd and all its subsidiaries Sep 2003 153.00 8.9.03 138.35 29.9.03 144.52 3293836 12.5 The Company, may, from time to time, but not earlier than the Date of Opening
including sub- subsidiaries, members of the Godrej Family and their relatives 6.4 A maximum amount of Rs.370 lac has been fixed for the current share Buyback (17304) (2822) of the Buyback, place “buy” orders on the Stock Exchanges to buyback Shares
and all the companies directly or indirectly controlled by Godrej & Boyce Mfg programme. The funds for Buyback will be available from the current surplus Oct 2003*** 152.50 10.10.03 142.75 20.10.03 148.70 183920 through the Appointed Brokers, in such quantity and at such prices, not
Co. Ltd and/or Members of the Godrej Family are the promoters of the Company. and/or cash balances and internal accruals/operating cash inflows of the (9904) (4178) exceeding Rs. 200/- per Share, as it may deem fit, depending upon the prevailing
GCPL is a major player in the Indian FMCG market with presence in personal, Company. quotations of the Shares in the secondary market. The Company shall, in a
(Source: Bloomberg)
hair care, household and fabric care categories. The Company is among the 6.5 The maximum current Buyback price has been arrived at after taking into manner determined in consultation with Stock Exchanges, make available
largest marketers of toilet soaps in the country with leading brands such as * Arithmetical average of daily closing prices
consideration book value of shares, market value and possible increase in adequate information through the electronic screens of the respective Stock
Cinthol, Godrej No.1 and Godrej Fairglow. earnings per share after the Buyback. ** for the period June 18, 2001 to March 31, 2002, the period since which the Exchanges, about its presence in the respective Stock Exchanges for buying
Company has been listed back shares.
GCPL is the leader in the hair colour category in India and has a vast product 6.6 The actual number of shares bought back will depend upon the average price
range from Coloursoft Liquid Hair Colour, Godrej Liquid & Powder Hair Colour *** for the period October 1, 2003 to October 21, 2003 12.6Shareholders/ beneficial owners, who desire to sell their Shares under the
paid for the shares bought back and amount deployed in the Buyback. As an
to Godrej Kesh Kala Oil-based Hair Colour. Its liquid detergent brand Ezee is National Stock Exchange Buyback, would have to do so through a stock broker, who is a member of
illustration, at the proposed maximum price of Rs.200/- per share and for the
the market leader in its category. The Company has three state-of-the-art either of the Stock Exchanges, whenever the Company has placed a “buy”
maximum amount of Rs.370 lac deployed in the Buyback, the number of shares Period High Date of High/ Low Date of Low/ Average Total
manufacturing facilities at Malanpur (M.P.), Guwahati (Assam) and Silvassa (Rs.) No. of Shares (Rs.) No. of Shares Price* volume
order for Buyback of Shares by indicating to their broker the details of Shares
bought back would be 1,85,000 which would amount to approximately 0.32% they intend to sell. The trade would be executed at the price at which the order
(Dadra and Nagar Haveli). The Company has also adopted the Total Quality of the pre -Buyback paid-up equity. Should the average purchase price be traded on that traded on (Rs.) traded
date that date in period
matches and that price would be the price for that seller. It may be noted that all
Management system for cost reduction, improved productivity and employee lower than Rs. 200/- the number of Shares bought back would be more, the Shares bought back by the Company may not be at a uniform price and
development. assuming the same deployment of Rs.370 Lac. FY02 ** 63.60 28.3.02 40.80 17.9.01 52.38 4642694 that there shall be no obligation on the Company to place a “buy”order either
3.2 GCPL’s operations commenced on April 1, 2001 after taking over the consumer 6.7 The aggregate shareholding of the promoters, directors of the promoters and (34028) (2915) on a daily basis or in both the odd lot as well as the normal trading segment of
products business of Godrej Soaps Ltd. pursuant to a scheme of demerger. of the persons in control is 3,84,19,666 equity shares representing 67.31 % of FY03 120.20 30.8.02 60.10 3.4.02 96.99 5468476 any or all of the Stock Exchanges or otherwise.
The financial results of the Company, since incorporation, are detailed below: the issued capital of the Company as on the date of this announcement. (85910) (6858) 12.7The Shares of the Company are traded in the compulsory demat mode. (Trading
(Rs in lacs, except Key Ratios) 6.8 One of the promoters of the Company, have purchased 27,00,000 Shares on Apr 2003 110.10 7.4.03 100.70 30.4.03 107.95 172146 Code: BSE: 532424, NSE: GODREJCP, MSE: GCPL, DSE:7239)
September 23, 2003 during the period of 6 months preceding the date of this (11134) (6281) 12.8 Shareholders holding Shares in physical form can sell their Shares under the
Particulars H1FY04 (Unaudited) FY03 (Audited) FY02 (Audited)
6 month 12 month 12 month announcement, at a rate of Rs. 141 per Share and one of the other promoters May 2003 110.35 30.5.03 107.45 9.5.03 109.06 271133 trading code specifically allotted for trading of physical stocks (Trading Code:
have sold 27,00,000 Shares at a rate of Rs. 140.89 per Share on September (7633) (19991) 532446) for Buyback on the BSE.
period ended period ended period ended
September 30, 2003 March 31, 2003 March 31, 2002 23, 2003. Jun 2003 124.20 30.6.03 110.00 2.6.03:(13583) 116.44 450163 12.9 Nothing contained herein shall confer any right on the part of any shareholder
(17721) 3.6.03:(13133) to offer, or any obligation on the part of the Company or the Board to buyback,
Sales (Net) 23935 47009 45863 6.9 The promoters and/ or their associates will not offer their shares to the Company any Shares, and/ or impair any power of the Company or the Board to terminate
under the Buyback programme. 4.6.03:(5454)
Other Operating Income 201 593 627 any process in relation to the Buyback, if so permissible by law.
Jul 2003 125.60 16.7.03 118.70 9.7.03 121.65 324176
Other Income 61 163 140 6.10 The Company hereby confirms that there are no defaults subsisting in repayment (20371) (6775)
13 METHOD OF SETTLEMENT
of deposits, redemption of debentures or repayment of term loans to any financial 13.1 The Company will pay the consideration to the Appointed Brokers on every
Earnings before institutions or banks. Since the Company has not issued any preference shares, Aug 2003 137.25 28.8.03 116.75 12.8.03 121.35 702441 settlement date, as applicable in respect of the Shares bought back.
Interest, Depreciation the question of default in redemption does not arise. (135825) (24343) 13.2 The shareholders/ beneficial owners holding Shares in the demat form would
and Tax 3778 8175 7711 Sep 2003 152.45 9.9.03 138.35 29.9.03 144.41 314061
6.11 The Board of Directors of the Company confirms that it has made full inquiry be required to transfer the number of Shares sold by tendering the delivery
Profit after Tax 2768 5356 4198 into the affairs and prospects of the Company and have formed the opinion: (26493) (6302) instruction to their respective depository participant (“DP”) for debiting their
Equity Dividend 1142* 3485 3248 Oct 2003*** 151.80 7.10.03 142.50 21.10.03 148.93 233305 beneficiary account maintained with the DP and crediting the same to the pool
i) That immediately following the date of the meeting of the Board of Directors
(18078) (7182) account of the broker through whom the trade was executed. Shareholders/
Reserves & Surplus 2249 2952 held on October 22, 2003, there will be no grounds on which the Company
(Source: Bloomberg) Beneficial owners holding Shares in physical form may present the Share
Networth 4555 5317 could be found unable to pay its debts; certificates along with valid transfer deeds to their respective brokers through
ii) As regards its prospects for the year immediately following that date that, * Arithmetical average of daily closing prices. whom the trade was executed.
Key Ratios:
having regard to their intentions with respect to the management of the ** for the period June 20, 2001 to March 31, 2002, the period since which the 13.3 The Company has opened a Depository account styled “GCPL – Buyback of
Earnings per Share (Rs) ** 9.66 9.21 7.02 Company has been listed.
Company’s business during that year and to the amount and character of Equity Shares Account” with Stock Holding Corporation of India Ltd. (SHCIL).
Book Value per Share (Rs) @ 7.90 8.99 the financial resources which will in their view be available to the Company *** for the period October 1, 2003 to October 21, 2003. The Shares bought back in the demat form would be transferred into the
Return on Networth (%) # 117.59% 78.95% during that year, the Company will be able to meet its liabilities as and when Madras Stock Exchange aforesaid account by the Appointed Brokers on receipt of the Shares from the
* Interim dividends declared in the Board Meetings held on July 22,2003 they fall due and will not be rendered insolvent within a period of one year The shares of the Company have been listed on The Madras Stock Exchange clearing and settlement mechanism of the Stock Exchanges.
and October 22, 2003 from that date; and with effect from June 25, 2001 and only one transaction has taken place till 13.4 The Shares lying in credit in the aforesaid account will be periodically
iii) In forming opinion for the above purposes, the Board of Directors has taken date wherein 400 shares were traded at a price of Rs. 110 on May 23, 2003. extinguished within 7 days from the date of acceptance of the Shares in the
** Annualized. Earnings per Share = Profit after tax/ Weighted average no. of Delhi Stock Exchange manner specified in the Buyback Regulations. In respect of Shares bought
equity shares outstanding during the period. into account the liabilities as if the Company was being wound up under the
provisions of the Companies Act, 1956 (including prospective and contingent The shares of the Company have been listed on Delhi Stock Exchange with back in the physical form, the Shares would be extinguished and the Share
@ Book value per share = Net worth/ No. of equity shares as on that date. effect from June 25, 2001 and no transaction have taken place during the period certificates physically destroyed within 7 days from the date of acceptance in
liabilities).
# Return on Net Worth = Profit after tax/ Net worth June 25, 2001 to October 21, 2003. the manner specified in the Buyback Regulations. The details of the Shares
6.12 The buyback is proposed to be completed within a period of 12 months from The Board at its meeting held on October 22, 2003 approved the proposal for extinguished would be notified to all the stock exchanges on which the Shares
The Board of Directors in their meeting dated October 22, 2003 declared a the date of passing of the resolution. are listed and to the Securities and Exchange Board of India (“SEBI”) as per
the Buyback. The closing prices on October 22, 2003, i.e. the date on which
second interim dividend @ Rs.2/- per share (50% of the face value of Rs.4/- provisions of the Buyback Regulations.
6.13 In accordance with the regulatory provisions, the shares bought back by the the Board of Directors approved the Buyback, on the BSE and NSE were
each) for the financial year 2003-04. The Record Date for the said interim
Company will be compulsorily cancelled and will not be held for re-issuance. Rs.143.05 and Rs.144.50 respectively (Source: Bloomberg). 14 COMPLIANCE OFFICER
dividend is October 31, 2003
6.14 The Company’s total debt equity ratio, after the share buyback will be below 9 MANAGEMENT DISCUSSION AND ANALYSIS ON LIKELY IMPACT OF BUYBACK Name : S. S. Sapre
4 PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ON THE COMPANY Designation : Vice President (Finance & Commercial) & Company Secretary
the maximum limit of 2:1 specified in the Act.
4.1 The Share Capital of the Company as at October 17, 2003 is as follows: - 9.1 The Buyback is not likely to cause any material impact on the profitability of the Address : Godrej Consumer Products Limited, Pirojshanagar,
6.15 As per the provisions of Section 77A(8) of the Act, the Company will not issue Eastern Express Highway, Vikhroli (East), Mumbai – 400 079
Rs in Lacs Company, except the loss of other income, if any, on the amount of cash to be
fresh equity shares within a period of 6 months after the completion of the buyback Phone : +91 22 25188103
utilized for the Buyback.
Authorised Capital except by way of bonus shares or shares issued in the discharge of subsisting Fax : +91 22 25188040
9.2 The Buyback program is expected to contribute to the overall enhancement of
6,25,00,000 Equity Shares of Rs 4/- each 2500.00 obligations such as conversion of warrants, stock option schemes, sweat equity e-mail : ss.sapre@godrejcp.com
shareholder value.
or conversion of preference shares or debentures into equity shares.
Paid up Capital 9.3 The promoters and/or persons in control of the Company will not offer Shares 15 INVESTOR SERVICES CENTRE
5,70,76,267 Equity Shares of Rs 4/- each 2283.05 6.16 The text of the Report dated October 22, 2003 received from M/s Kalyaniwalla held by them under the Buyback. The holding of the promoters and/or persons In case of any queries the shareholders may contact the Investor Services
4.2 The shareholding pattern of the company as on October 17, 2003 is as & Mistry, the statutory Auditors of the Company addressed to the Board of in control of the Company as a result of the Buyback would be 67.53% of the Centre of the Company, from Monday to Friday between 10 am and 2pm on all
shown below: Directors of the Company is reproduced below: total equity capital, assuming that the entire amount of Rs. 370 lacs is utilized working days, at:
“In connection with the proposal of Godrej Consumer Products Limited, (“the for the Buyback at a price of Rs. 200 per Share and assuming that the number Address : Investor Services Centre, Godrej Consumer Products Limited,
Particulars No. of Shares % of existing No. of Shares % holding
Company”) to buyback its Equity shares and in pursuance of the provisions of of Shares held by such persons do not change. The Buyback of Shares will not Pirojshanagar, Eastern Express Highway, Vikhroli (East),
held equity capital post post
section 77A and section 77B of the Companies Act,1956 and the Securities result in a change in control or otherwise affect the existing management Mumbai – 400 079
buyback * buy back structure of the Company. However, this would not restrict transfers within the
and Exchange Board of India (Buyback Of Securities) Regulations, 1998, as Phone : +91 22 25188010/ 20/ 30 Extn. 4359
Promoters of the amended, we have examined the audited financial statements of the Company promoter group, which may be contemplated during the Buyback. Fax : +91 22 25188040
Company and Directors for the year ended March 31,2003 and other relevant records maintained by 9.4 Consequent to the Buyback and based on the number of Shares bought back e-mail : investor.relations@godrejcp.com
of promoter companies the Company . On the basis of such verification and according to the information from the non-resident shareholders, non-resident Indian (NRI) shareholders, 16 MANAGER TO THE BUYBACK
and/or Persons who and explanations given to us we report that: foreign institutional investors, Indian Financial Institutions, Banks, Mutual Funds The Company has appointed the following merchant banker as the Manager to
are in control 38419666 67.31% 38419666 67.53% and Public including other Bodies Corporate, the shareholding pattern of the the Buyback:
(i) We have inquired into the state of affairs of the Company.
Company would undergo a consequential change. SBI Capital Markets Limited
International Investors (ii) The Board of Directors of the company has proposed to buyback the 9.5 Post Buyback the Debt-Equity ratio will be within the limit of 2:1, as prescribed 202, Maker Tower ‘E’,
(FIIs/Non Residents/ Company’s equity shares upto a maximum amount of Rs. 370 lac. In our under section 77A of the Act. As per the latest audited Balance Sheet of the Cuffe Parade, Mumbai, 400 005
NRIs/OCBs) 8977954 15.73% opinion, the said amount of Rs 370 lac, equivalent to 9.84 % of the total Company, the Debt - Equity ratio as of March 31, 2003 was 0.47:1, with the Tel No : +91 22 22189166
Indian Finanaical 18471601 32.47% paid up capital and free reserves of the Company (post completion of the paid-up capital plus the free reserves (post completion of the previous buyback Fax No : +91 22 2218 8332
Institutions/Banks/ previous buyback offer announced on January 16, 2003) will be within the offer announced on January 16, 2003) being Rs. 3761.20 lac and the debt 17 DIRECTORS’ RESPONSIBILITY
Mutual Funds 1495976 2.62% maximum permissible capital payment in respect of the equity shares to be being Rs. 1784.97 lac. The Board of Directors of the Company accepts responsibility for the information
bought back and same has been properly determined in accordance with 9.6 The Company will not issue fresh equity shares from the date of the Public contained in this announcement.
Public including other the first proviso to Section 77A(2)(b) of the Companies Act, 1956. Announcement till a period of 6 months after the completion of the Buyback. For and on behalf of Board of Directors of
Bodies Corporate 8182671 14.34% 9.7 The Company shall not issue bonus shares from the date of the Public Godrej Consumer Products Limited
(iii) The Board of Directors in their meeting held on October 22 ,2003 have
Total 57076267 100.00 56891267 100.00 formed their opinion as specified in clause (x) of Schedule I of the Securities Announcement till the date of the completion of the Buyback.
* Assumed that as a part of the Buyback, all Shares are bought-back at the and Exchange Board of India (Buyback of Securities) Regulations ,1998 , 9.8 The Company shall not withdraw the Offer to Buyback after the Public A. B. Godrej H. K. Press
proposed maximum price of Rs. 200/- per share and for an aggregate amount on reasonable grounds and that the Company will not , having regard to its Announcement is made. Chairman & Managing Director Executive Director & President
deployed of Rs. 370 lac. There are no partly paid up Shares or outstanding state of affairs, be rendered insolvent within a period of one year from the 9.9 The Promoters/ Persons in Control shall not deal in the equity shares of the Date : October 22, 2003
convertible instruments. date of the Board Meeting held on October 22, 2003.” Company during the period the Buyback is open. Place: Mumbai
PRESSMAN