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Godrej & Boyce Manufacturing Company Limited

ANNUAL REPORT
Year ended 31st March, 2017
Annual Report and Accounts 2016-17

GODREJ & BOYCE MANUFACTURING COMPANY LIMITED


Established 1897
(Incorporated with limited liability on 3rd March, 1932 under the Indian Companies Act, 1913)

ANNUAL REPORT AND ACCOUNTS


FOR THE YEAR ENDED 31st MARCH, 2017

CORPORATE INFORMATION
Board of Directors
JAMSHYD N. GODREJ, Chairman & Managing Director
ADI B. GODREJ
NADIR B. GODREJ
VIJAY M. CRISHNA, Executive Director
KAVAS N. PETIGARA
PRADIP P. SHAH
Ms. ANITA RAMACHANDRAN
PHIROZE D. LAM, Executive Director (upto 31st March, 2017)
KYAMAS A. PALIA, Executive Director (Finance) (upto 31st March, 2017)
ANIL G. VERMA, Executive Director & President
Ms. NYRIKA HOLKAR, Executive Director - Corporate Affairs (from 1st April, 2017)
KEKI M. ELAVIA
NAVROZE J. GODREJ (from 6th November, 2017)

Company Secretary Chief Financial Officer


PERCY E. FOUZDAR PURVEZ K. GANDHI

Auditors
KALYANIWALLA & MISTRY LLP
Chartered Accountants

Bankers
CENTRAL BANK OF INDIA ICICI BANK LTD.
UNION BANK OF INDIA AXIS BANK LTD.
STATE BANK OF INDIA HDFC BANK LTD.
CITIBANK N.A. KOTAK MAHINDRA BANK LTD.
EXPORT-IMPORT BANK OF INDIA

Registered Office and Head Office


Pirojshanagar, Vikhroli, Mumbai 400 079
Telephone: (022) 6796 5656, 6796 5959; Fax: (022) 6796 1518
E-mail: info@godrej.com | Website: http://www.godrej.com

Corporate Identity Number (CIN)


U28993MH1932PLC001828

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Godrej & Boyce Mfg. Co. Ltd.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Eighty-Sixth Annual General Meeting of the Members of GODREJ & BOYCE MANUFACTURING
COMPANY LIMITED will be held on Friday, 24th November, 2017 at 10.00 a.m. at Pirojshanagar, Vikhroli, Mumbai, 400079
to transact the following business:

ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Standalone Financial Statements and the Audited Consolidated Financial Statements
of the Company for the financial year ended 31st March, 2017 together with the Report of the Board of Directors and Auditors
thereon.
2. To appoint a Director in place of Mr. A. G. Verma (DIN: 02366334), who retires by rotation and, being eligible, offers himself for
re-appointment.
3. To appoint a Director in place of Mr. A. B. Godrej (DIN: 00065964), who retires by rotation and, being eligible, offers himself for
re-appointment.
4. To appoint M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Firm Registration No. 117366W/W-100018, as Statutory
Auditors of the Company to hold office from the conclusion of this 86 th Annual General Meeting till the conclusion of the 91st
Annual General Meeting to be held in the year 2022 (subject to ratification of their appointment at every Annual General
Meeting if so required under the Companies Act, 2013) and to authorize the Board of Directors to fix their remuneration as may
be mutually agreed with the Statutory Auditors, in addition to reimbursement of Goods and Service Tax and out of pocket
expenses incurred in connection with the audit of accounts of the Company and in this regard, to consider and if thought fit, to
pass the following Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act,
2013 (“the Act”) and the Companies (Audit and Auditors) Rules, 2014, (“the Rules”), (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force), M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Firm Registration No.
117366W/W-100018, who have offered themselves for appointment and have confirmed their eligibility to be appointed as
Statutory Auditors, in terms of provisions of Section 141 of the Act, and Rule 4 of the Rules, be and are hereby appointed as
Statutory Auditors of the Company in place of M/s. Kalyaniwalla & Mistry LLP (Firm Registration No. 104607W/W100166)
Chartered Accountants to hold office for a period of five years from the conclusion of this Annual General Meeting until the
conclusion of the 91st Annual General Meeting of the Company to be held in the year 2022 (subject to ratification of their
appointment at every Annual General Meeting if so required under the Act) on such remuneration as may be mutually agreed
upon between by the Board of Directors and the Statutory Auditors, in addition to Goods and Service Tax and re-imbursement of
out of pocket expenses, travelling expenses etc. incurred by them in connection with the audit of Accounts of the Company.”

SPECIAL BUSINESS
5. To appoint Ms. Nyrika Holkar (DIN: 07040425) as Executive Director-Corporate Affairs of the Company, and to consider, and if
thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
“RESOLVED THAT in accordance with the provisions of Sections 149, 152, 160, 161 and other applicable provisions, if any, of the
Companies Act, 2013 and the Rules framed thereunder, Ms. Nyrika Holkar (DIN: 07040425) who was appointed as an Additional
Director on the Board of the Company, with effect from 1st April, 2017 and who holds office as such upto the date of this Annual
General Meeting and in respect of whom the Company has received a Notice in writing, alongwith the requisite deposit, from a
Member, proposing her candidature for the office of a Director, be and is hereby appointed and designated as Executive
Director -Corporate Affairs, to hold office for a term of 3 years, commencing from 1 st April, 2017 to 31st March, 2020, liable to
retire by rotation.”
6. To appoint Mr. Navroze J Godrej (DIN: 03049821) as a Non-Executive Director of the Company, and to consider, and if thought
fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

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Annual Report and Accounts 2016-17

“RESOLVED THAT in accordance with the provisions of Sections 149, 152, 160, 161 and other applicable provisions, if any, of the
Companies Act, 2013 and the Rules framed thereunder, Mr. Navroze J. Godrej (DIN: 03049821) who was appointed as an
Additional Director on the Board of the Company, with effect from 6 th November, 2017, and who holds office as such upto the
date of this Annual General Meeting and in respect of whom the Company has received a Notice in writing, alongwith the
requisite deposit, from a Member, proposing his candidature for the office of a Director, be and is hereby appointed as a Non-
Executive Director of the Company, liable to retire by rotation.”
7. To ratify the remuneration of Cost Auditors and to consider, and if thought fit, to pass with or without modification(s), the
following Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof, for the time being in force)-
(a) Remuneration of Rs. 17,00,000 (excluding all taxes and reimbursement of out-of-pocket expenses) payable to M/s. P. D. Dani
& Associates, Cost Accountants, appointed by the Board of Directors as the Cost Auditors of the Company to conduct the audit of
the cost records of the Company in respect of Appliances, Vending Machines and Electric Motors businesses, for the financial
year 2017-18, as approved by the Board of Directors, be and is hereby ratified; and
(b) Remuneration of Rs. 23,00,000 (excluding all taxes and reimbursement of out-of-pocket expenses) payable to Mr. A. N.
Raman, Cost Accountant, appointed by the Board of Directors as the Cost Auditor of the Company to conduct the audit of the
cost records of the Company in respect of Construction, Electricals & Electronics, Material Handling Equipment, Aerospace,
Process Equipment, Precision Engineering, Toolings, Interio, and Security Solutions businesses, for the financial year 2017-18, as
approved by the Board of Directors, be and is hereby ratified.
FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such
steps as may be necessary, proper or expedient to give effect to this Resolution.”

NOTES:
(a) The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act), in respect of the business
mentioned under Item No. 4 to 7 as set out in the Notice is annexed hereto.
(b) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING OF THE COMPANY IS ENTITLED TO APPOINT A
PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person
can act as proxy on behalf of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total
share capital of the Company carrying voting rights. A Member holding more than ten percent of the total share capital of the
Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person
or Member. Proxies in order to be effective should be deposited at the Registered Office of the Company, not less than 48 hours
before the commencement of the meeting. A proxy so appointed shall not have any right to speak at the meeting. A proxy form
in MGT-11 is annexed to this Report and marked Enclosure 5.
Proxies submitted on behalf of the limited companies, societies, partnership firms, etc., must be supported by appropriate
resolution/authority, as applicable, issued on behalf of the nominating organization.
(c) Brief Resume of Directors proposed to be appointed/re-appointed, as stipulated in Secretarial Standards as issued by the
Institute of Company Secretaries of India is provided after the Explanatory Statement to this Notice.
(d) Relevant documents referred to in the accompanying Notice are available for inspection at the Registered Office of the Company
during office hours on all days except Sundays and public holidays, upto the date of the Annual General Meeting. The aforesaid
documents, will also be available for inspection by Members at the Annual General Meeting.
(e) Corporate Members intending to send their authorized representatives to attend the Annual General Meeting pursuant to
Section 113 of the Companies Act, 2013, are requested to send a certified copy of the board resolution authorizing their
representative to attend and vote on their behalf at the Meeting.
(f) Pursuant to section 101 of the Companies, Act 2013, read with relevant rules made thereunder, Companies can serve Annual
Reports and other communications through electronic mode to those Members whose email addresses are registered with the
Company/ Depositories, unless any Member has requested for a physical copy of the same. Members who have not registered
their email addresses so far are requested to register their email address with their Depository Participant only, for receiving all
communication including Annual Report, Notices, Circulars, etc. from the Company, electronically.

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Godrej & Boyce Mfg. Co. Ltd.

(g) Members may please note that in terms of Section 124 of the Companies Act, 2013, any dividend which has not been paid or
claimed within thirty days from the date of declaration, shall be transferred within seven days from the date of expiry of the said
period of thirty days to the Unpaid Dividend Account with a scheduled bank. Any money transferred to the Unpaid Dividend
Account which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by
the Company to the Investor Education and Protection Fund (IEPF) set up by the Government of India under Section 125 of the
Companies Act, 2013.

For and on behalf of the Board

J. N. GODREJ
Chairman & Managing Director
DIN: 00076250
Mumbai, 6th November, 2017
Registered Office:
Pirojshanagar, Vikhroli,
Mumbai 400 079.

ANNEXURE TO NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT:
The following Explanatory Statement, as required by Section 102 of the Companies Act, 2013, sets out all material facts relating
to the business mentioned under Item Nos. 4 to 7 of the accompanying Notice dated 6th November, 2017.

Item No. 4
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the
existing Statutory Auditors of the Company, M/s Kalyaniwalla & Mistry LLP hold their office till the conclusion of this 86th Annual
General Meeting.
On the recommendation of the Audit Committee, at its Meeting held on 31 st October 2017, the Board of Directors considered
and approved the appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Firm Registration No. 117366W/W-
100018, as the Statutory Auditors to hold office from the conclusion of this 86 th Annual General Meeting until the conclusion of
the 91st Annual General Meeting to be held in the year 2022, at a remuneration as may be agreed upon by the Board and the
Auditors.
A brief profile of M/s Deloitte Haskins & Sells LLP is delineated below:
M/s Deloitte Haskins & Sells LLP (the Firm) was incorporated on 20th November, 2013 bearing Firm Registration No. 117366W/W-
100018. The Registered Office of the Firm is situated at Indiabulls Finance Centre, Tower 3, 27-32 Floors, Senapati Bapat Marg,
Elphinstone Road (West) Mumbai- 400 013. The Firm is well positioned with the experience, scale and multi-disciplinary
capabilities necessary to understand the dynamics and the complexities of the business. The Firm adopts a multi-disciplinary
approach, integrating competencies from audit, tax and other specialized services. The Firm also possesses significant experience
in IND AS / IFRS conversions. The Firm has a significant experience in transitioning large clients with complex and fairly spread-
out businesses which includes challenging and complex scenarios, such as information transfers and the review of accounting
positions. The Firm continuously promotes, enables and enhances the quality of audits performed in accordance with applicable
auditing standards and focuses on consistent execution which includes commitment, excellence, teamwork and analytics. The
Firm conducts Client Service Assessment (CSA) programs for feedback on service and commitment to quality, thus providing a
strategic and holistic snapshot of the relationship with the clients and the ways in which it can be improved.

As per the requirements of the Companies Act, 2013, the Firm has confirmed that the appointment, if made, would be within the
limits specified under Section 141(3)(g) of the Companies Act, 2013, and it is not disqualified to be appointed as Auditors in terms
of provisions of sections 139 and 141 of the Companies Act, 2013 and the Rules made thereunder.
The Board recommends the passing of the Ordinary Resolution as set out in Item No. 4 of this Notice for the approval of the
Members.
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Annual Report and Accounts 2016-17

None of the Directors and/or Key Managerial Personnel and their relatives are, in any way, concerned with or interested in,
financially or otherwise in the said Resolution.

Item No. 5
The Board of Directors, at its Meeting held on 18th March 2017, approved the appointment of Ms. Nyrika Holkar (DIN:
07040425) as an Additional Director designated as Executive Director- Corporate Affairs, on the Board of the Company with
effect from 1st April, 2017, subject to the Members’ approval at the forthcoming Annual General Meeting.
Ms. Nyrika Holkar who is the daughter of Mr. Vijay M. Crishna, Executive Director of the Company has been associated with the
Company as Senior Vice President (Corporate Affairs) since 1st April 2015 until her appointment on the Board of Directors as an
Executive Director- Corporate Affairs from 1st April 2017.
Ms. Nyrika Holkar graduated with an International Baccalaureate Program from the World College of the Adriatic, Italy. She went
on to graduate with distinction and a double major in Philosophy and Economics from Colorado College, Colorado Springs, USA.
She then obtained a degree in law from University College, London, UK and completed the London Bar exam as a Solicitor from
the United Kingdom. She was admitted to the Bar Council of India in August 2010. She worked as an advocate in the Chamber of
Darius Khambata, the Additional Solicitor General and thereafter with AZB & Partners, a leading Corporate Law Firm in India, for
5 years, where she specialized in mergers and acquisitions, private equity and commercial contracts. In 2016, she got a diploma
from Harvard Business School in General Management Program.
In view of Ms. Nyrika Holkar possessing significant experience and expertise, her continuance as Executive Director would be
highly beneficial to the Company. It is therefore considered desirable that the Board should continue to receive the benefit of her
expertise, as a Director of the Company.
A Notice under Section 160 of the Companies Act, 2013, has been received from a Member signifying his intention to propose
the appointment of Ms. Nyrika Holkar as a Director.
The details of Ms. Nyrika Holkar, as required to be given pursuant to the Secretarial Standards, are attached to this Notice.
The Board recommends the passing of the Ordinary Resolution as set out in Item No. 5 of this Notice for the approval of the
Members.
None of the Directors and/or Key Managerial Personnel and their relatives, except Ms. Nyrika Holkar and Mr. V.M. Crishna, are
concerned with or interested, financially or otherwise, in the said Resolution.

Item No. 6
The Board of Directors, had at its Meeting held on 6th November 2017, approved the appointment of Mr. Navroze J. Godrej (DIN:
03049821) as an Additional Director designated as a Non-Executive Director, on the Board of the Company, which is subject to
the Members’ approval at the forthcoming Annual General Meeting.
Mr. Navroze J. Godrej, is the son of Mr. Jamshyd N. Godrej the Chairman & Managing Director, and was earlier associated with
the Company as Manager (Special Projects) from October 2005 until his appointment on the Board as an Executive Director from
1st May, 2010.
Mr. Navroze J. Godrej stepped down from the position of Executive Director as well as from the Board of Directors of the
Company with effect from 1st October, 2016 due to his pre-occupation with various other personal and professional
commitments.
Mr. Navroze J. Godrej holds a Master of Design Degree in Innovation and Design Strategy from the Illinois Institute of Technology,
Institute of Design, Chicago, Illinois, USA. During his stint as Executive Director of the Company, he was responsible for strategy
and innovation. In order to inculcate innovation and design thinking, he set up an Innovation & Design Center (“the IDC”) in the
Company. IDC implements Disruptive Innovation and Human-Centred Design and works with a diverse set of employees from
various businesses to imbibe a culture of innovation at a grassroot level. This creates an environment where strategic design
pervades every aspect of business so as to deliver products and services of the greatest value to the community. Through design
thinking and innovation, Mr. Navroze J. Godrej had been able to create a greater awareness and agility within the organisation.

In an era of fierce competition, it is considered desirable to have a thrust on newer ideas, innovative thinking with a different
dimension and perspective to scale up the business and in view of this matter, it is considered desirable to seek the benefit of the
knowledge and experience of Mr. Navroze J. Godrej, it is therefore proposed to commend to the Members his appointment as a
Non-Executive Director of the Company.
A Notice under Section 160 of the Companies Act, 2013, has been received from a Member signifying his intention to propose
the appointment of Mr. Navroze J. Godrej as Non- Executive Director of the Company.
The details of Mr. Navroze J. Godrej, as required to be given pursuant to the Secretarial Standards, are attached to this Notice.

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Godrej & Boyce Mfg. Co. Ltd.

The Board recommends the passing of the Ordinary Resolution as set out in Item No. 6 of this Notice for the approval of the
Members.
None of the Directors and/or Key Managerial Personnel and their relatives, except Mr. Navroze J. Godrej and Mr. Jamshyd N.
Godrej, are concerned with or interested, financially or otherwise, in the said Resolution.

Item No. 7
In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,
2014, the Board of Directors of the Company on the recommendation of the Audit Committee, approved the appointment of (i)
M/s. P. D. Dani & Associates, Cost Accountants, and (ii) Mr. A.N. Raman, Cost Accountant, as the Cost Auditors of the Company
for the financial year 2017-18, for conducting the audit of the cost records of certain applicable businesses of the Company (as
specified in the Resolution), at a remuneration of Rs. 17,00,000 and Rs. 23,00,000, respectively, (excluding all taxes and
reimbursement of out-of-pocket expenses). The remuneration payable to the Cost Auditors is required to be ratified by the
Members of the Company.
The Board recommends the passing of the Ordinary Resolution as set out in Item No. 7 of this Notice for the approval of the
Members.
None of the Directors and/or, Key Managerial Personnel and their relatives are concerned with or interested, financially or
otherwise, in the said Resolution.

For and on behalf of the Board

J. N. GODREJ
Chairman & Managing Director
DIN: 00076250
Mumbai, 6th November, 2017
Registered Office:
Pirojshanagar, Vikhroli,
Mumbai 400 079.

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Annual Report and Accounts 2016-17

Pursuant to the Secretarial Standards issued by ‘The Institute of Company Secretaries of India’, the
following information is furnished about the Directors proposed to be appointed/re-appointed:

Brief Resume of the Directors


Name of the Director Mr. A. G. Verma Mr. A. B. Godrej
Particulars (DIN: 02366334) (DIN: 00065964)
Age 60 years 75 years
Nationality Indian Indian
Date of Appointment 1st October, 2008 30th April, 1973
Shares held in the Company NIL 36,746
Qualification Graduate in Engineering and B.S., M.S. from Massachusetts Institute
MBA from IIM, Ahmedabad of Technology, USA
Expertise in specific functional Business Management Expertise A leading industrialist and Business
area and Business Experience of over Experience of over 50 years
30 years with the Company

Terms & Conditions of re- Appointment as an Executive Appointment as a Non- Executive


appointment/ variation of Director subject to retirement Director subject to retirement by
remuneration by rotation rotation

Remuneration last drawn Rs. 4.30 Crore Nil


Directorships held in other Godrej Infotech Limited Godrej Consumer Products Limited
companies Godrej Consoveyo Logistics Godrej Industries Limited
Automation Limited Godrej Agrovet Limited
Indian School of Business(Section 8
Company)
Chairman/Membership in other Godrej Consoveyo Logistics Godrej Consumer Products Limited:
committees of the Board Automation Limited: Chairman Member of Stakeholders Relationship
of the Corporate Social Committee
Responsibility Committee Godrej Industries Limited: Chairman of
Stakeholders Relationship Committee
Inter-se relationship with other None Brother of Mr. N.B. Godrej, Cousin of Mr.
directors/ Key Managerial J.N. Godrej.
Personnel
No. of Board meetings attended 6 (Six) 6 (Six)
during the year

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Godrej & Boyce Mfg. Co. Ltd.

Brief Resume of the Directors


Name of the Director Ms. Nyrika Holkar Mr. Navroze J. Godrej
Particulars (DIN: 07040425) (DIN: 03049821)
Age 35 years 35 years
Nationality Indian Indian
Date of Appointment 1st April, 2017 6th November, 2017
Shares held in the Company 16,678 17,978
Qualification International Baccalaureate Bachelor’s degree in Mass
Program, World College of the Communication and French from Boston
Adriatic, Italy; Graduate with a College, Boston, USA; Master of Design
double major in Philosophy and Degree in Innovation and Design Strategy
Economics, Colorado College, from the Illinois Institute of Technology,
Colorado Springs, USA; Degree Institute of Design, Chicago, Illinois, USA
in Law from University College,
London; Completed London Bar
Exam as a Solicitor from the
UK; Admitted to the Bar Council
of India and Diploma from
Harvard Business School in
General Management Program.

Expertise in specific functional Business/Legal Experience and Business Experience and Management
area Management Expertise Expertise

Terms & Conditions of re- Appointment as an Executive Appointment as a Non-Executive


appointment/ variation of Director subject to retirement Director subject to retirement by
remuneration by rotation rotation
Remuneration last drawn NIL NIL
Directorships held in other Godrej Infotech Limited Mukteshwar Realty Private Limited.
companies Mukteshwar Realty Private
Limited.
Umoja Travels Private Limited
Jaldhaara Foundation(Section 8
Company)
Centre for Advancement of
Philanthropy (Section 8 Company)
Chairman/Membership in other NIL NIL
committees of the Board
Inter-se relationship with other Daughter of Mr. V.M. Crishna, Son of Mr. J.N. Godrej,
directors/ Key Managerial Niece of Mr. J.N. Godrej, Nephew of Mr. V.M. Crishna,
Personnel Cousin of Mr. N.J. Godrej Cousin of Ms. Nyrika Holkar
No. of Board meetings attended Not Applicable Not Applicable
during the year

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Annual Report and Accounts 2016-17

DIRECTORS' REPORT

TO THE MEMBERS,
The Directors hereby present the Eighty Sixth Annual Report of the Company together with the Audited Financial Statements
for the year ended 31st March, 2017.

1. FINANCIAL RESULTS (STANDALONE):


The Company’s performance during the financial year ended 31st March, 2017 as compared to the previous financial year,
is summarized below:
(Rupees in crore)
Current Year Previous Year*
Revenue from Operations 9,909.83 9,296.58
Other Income 82.34 162.26
TOTAL REVENUE 9,992.17 9,458.84
Profit before Interest, Depreciation, and Tax 728.99 663.42
Less: (i) Interest and Finance Costs 175.84 177.18
Less: (ii) Depreciation and Amortization Expense 178.62 157.64
Profit before Exceptional Items and Tax 374.53 328.60
Add: Profit on Sale of Non-current Investments 114.73 77.48
Less: Transfer of investments in subsidiaries to group companies 481.25 -
Add: Adjustment to carrying value of investments upon receipt of shares in HCL
Technologies Ltd. and 3DPLM Software Solutions Ltd., in exchange of investments
in Geometric Ltd. [Refer Note 4(a)(iii) and 4(b)(2)]. 124.14 -
Profit before Tax 132.15 406.08
Less: Provision for Current/Deferred Taxes 106.98 43.01
Profit after Tax 25.17 363.07
Surplus brought forward 2,788.76 2,814.09
Amount available for appropriation 2,813.93 3,177.16
Which the Directors recommend should be appropriated as follows:
(a) First Interim Equity Dividend: 700% (Previous Year: 700%) 47.49 46.40
(b) Second Interim Equity Dividend: Nil (Previous Year: 2500%) - 165.73
(c) Proposed Final Equity Dividend: Nil (Previous Year: Nil, 31-03-2015: 1600%) - 106.07
(d) Dividend Distribution Tax (Net) 9.62 50.92
(e) Transfer to Debenture Redemption Reserve 20.83 -
(f) Transfer from Investments Subsidy Reserve (0.69)
(g) Adjustments pursuant to business combination 107.38 19.28
(h) Surplus carried forward 2,629.30 2,788.76
TOTAL 2,813.93 3,177.16
* as restated to conform to Ind AS
These financial statements as at, and for the year ended, 31st March, 2017 have been prepared in accordance with Indian
Accounting Standards (“Ind AS”) issued under the Companies (Indian Accounting Standards) Rules, 2015 as amended by
Companies (Indian Accouting Standards) (Amendment) Rules, 2016.
For all periods upto and including the year ended 31st March, 2016, the Company prepared its financial statements in accordance
with accounting standards notified under the Section 133 of the Companies Act, 2013 read together with paragraph 7 of the
Companies (Accounts) Rules, 2014 (Indian GAAP). These financial statements are the Company’s first Ind AS financial statements
and are covered by Ind AS 101, First-time adoption of Indian Accouting Standards. The transition to Ind AS has been carried out
from the accouting principles generally adopted in India (“Indian GAAP”) which is considered as the “Previous GAAP” for
purposes of Ind AS 101. An explanation of how the transition to Ind AS has affected the Company’s equity and its net profit is
provided in Note 46. Financial statements as at, and for the year ended 31 st March, 2016 have also been restated to conform to
Ind AS.

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Godrej & Boyce Mfg. Co. Ltd.

The Scheme of Amalgamation of two wholly-owned subsidiary companies, Busbar Systems (India) Limited and Mercury
Manufacturing Company Limited with the Company, with effect from 1 st April, 2016 and also, the Scheme of Amalgamation of
Godrej Investments Private Limited with the Company, with effect from 29th March, 2017, have been given effect to in these
accounts (see Note 50 for details).
Pursuant to Section 129(3) of the Companies Act, 2013 (the Act), read with Rule 2A of the Companies (Accounts) Rules, 2014, the
Company has also prepared consolidated financial statements of the Company and its subsidiaries, joint ventures and associates;
these statements are also the Company’s first Ind AS financial statements and are covered by Ind AS 101, First-time adoption of
Indian Accounting Standards, referred to earlier.
The Company’s Board of Directors is responsible for the preparation of the consolidated financial statements of the Company, its
subsidiaries, associates and joint venture entities (“the Group”), in terms of the requirements of the Companies Act, 2013 and
the Rules thereunder. The respective Board of Directors, of the subsidiary companies included in the Group and of its associates
and joint venture entities, are responsible for the maintenance of adequate accounting records in accordance with the provisions
of the Companies Act, 2013 for safeguarding the assets of the Group and for preventing and detecting frauds and other
irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Company, as
aforesaid.
The Consolidated Financial Statements of the Company and the Auditors’ Report thereon, are enclosed separately with, and form
part of this Report (Enclosure 1). The Consolidated Financial Statements presented by the Company include the financial results
of its subsidiaries, associates and joint ventures.
The Company had filed a Scheme of Amalgamation of two of its Wholly Owned Subsidiaries (WOSs), namely Busbar Systems
(India) Limited, Bengaluru and Mercury Manufacturing Company Limited, Chennai with the Company and their respective
Shareholders (‘the Scheme’) with National Company Law Tribunal, Bengaluru Bench and Chennai Bench respectively. Since the
Final Orders approving the said Scheme were expected to be received from the respective NCLT Benches after 30 th September,
2017, it would not have been possible to consolidate the financials of the above referred two WOSs with that of the Company by
30th September, 2017 and hold the Annual General Meeting before the end of six months from the close of the financial year for
its adoption by the Members of the Company, as stipulated under the provisions of the Companies Act, 2013. Accordingly, the
Company sought an extension of three months for holding the Annual General Meeting of the Company, by filing an application
to that effect with the Office of the Registrar of Companies, Maharashtra, Mumbai (the RoC). Approval from the RoC granting
extension of time to hold the Annual General Meeting by 30th December, 2017 has been received by the Company.

2. DIVIDEND:

During the financial year 2016-17, the Board of Directors declared and paid an Interim Dividend, at the rate of Rs. 700 per equity
share of Rs. 100 each, absorbing an aggregate Rs.57.11 crore inclusive of taxes. The Directors do not recommend payment of any
final dividend for the financial year 2016-17. The total dividend for the financial year 2015-16 was Rs. 3,200 per equity share.

3. STATE OF THE COMPANY'S AFFAIRS:


During the year under review, the Company’s Revenue from Operations (net) was up by 6% to Rs. 9,909.83 crore and Profit
before Exceptional Items and Tax was Rs. 374.53 crore as against Rs. 328.60 crore for the previous year, registering an increase of
14%. The Company has been in the consumer durables segment for more than 100 years and enjoys a strong brand image and
recall with its customers. Management believes that growth in consumer segment will remain moderate over the medium term,
given the slowdown in consumer demand and high interest rates. Growth in industrial segment will remain muted till the large
industrial clients increase their investment gradually as the economic scenario improves. This might impact the profitability in
short run, however, the management believes that Company’s cash accruals will remain healthy over the medium term, driven
by its diversified revenue profile and increasing contribution of stable lease rental income, supported by comfortable gearing and
debt protection metrics. Further, its listed equity portfolio and valuable real estate holdings will continue to support its strong
financial flexibility.

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Annual Report and Accounts 2016-17

4. EXTRACT OF ANNUAL RETURN:


The Extract of Annual Return to be attached with this Report, as provided under Section 92(3) of the Companies Act, 2013 and as
prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, enclosed separately with this
Report (Enclosure 2).

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:


th
Mr. B.A. Hathikhanavala, former Director of the Company passed away, on Tuesday, 20 June, 2017.
Mr. B.A. Hathikhanavala joined the Board of the Company on 25th November, 1997 as Non-Executive Director. He was also a
member of the Audit and Remuneration Committee. During his tenure as Director, Mr. Hathikhanavala brought his professional
& managerial expertise and experience to the Company thereby making a significant contribution. Mr. Hathikhanavala had
served on the Board of Directors and its Committees for 13 years with great distinction. The Company appreciates and
acknowledges his selfless contribution with a deep sense of gratitude for his long and distinguished association with the
Company, before he resigned from the Board of Directors of the Company on 24th April, 2010.
His nobility of character and humility in all his dealings had left an indelible impression on everyone around him and that his
practical and selfless approach, coupled with his commitment, alongwith with virtues like professional ethics, personal integrity
and sound values, had endeared him to all those who had worked closely with him.
Mr. Hathikhanavala leaves behind a void which will be difficult to fill and the Company appreciates and acknowledges his selfless
contribution with a deep sense of gratitude. While expressing their profound regret at the loss of Mr. Hathikhanavala, the
Directors conveyed their deepest sympathies to the members of his family.
In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act,
2013, Mr. A.G. Verma (DIN: 02366334) and Mr. A. B. Godrej (DIN: 00065964), will retire by rotation at the ensuing Annual
General Meeting, and being eligible, offer themselves for re-appointment.
In terms of Section 149 of Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, the
Company was required to have at least 2 Directors as Independent Directors. Mr. K. N. Petigara (DIN: 00066162), Mr. P. P. Shah
(DIN: 00066242), Mrs. A. Ramachandran (DIN: 00118188) and Mr. K. M. Elavia (DIN: 00003940) have been appointed as
Independent Directors of the Company, to hold office for a period of five consecutive years with effect from the 84th Annual
General Meeting i.e. from 15th September, 2014, and they are not liable to retire by rotation. The Company has received
declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed by
Section 149(6) of the Companies Act, 2013.
During the year under review, Mr. Navroze J. Godrej, Executive Director (DIN: 03049821) stepped down from the position of
Executive Director with effect from 1st October, 2016 due to his pre-occupation with various other personal and professional
commitments. He has been appointed as an Additional Director designated as a Non-Executive Director of the Company with
effect from 6th November, 2017. As per the provisions of Section 160 of the Companies Act, 2013, your Company has received a
notice from a Member specifying his intention to propose the appointment of Mr. Navroze J. Godrej as Director in the
forthcoming Annual General Meeting. Furthermore, a specific Resolution is included in the Notice of the Annual General Meeting
for the appointment of Mr. Navroze J. Godrej as a Non-Executive Director.
Mr. P.D. Lam, Executive Director (DIN: 00066218) and Mr. K.A. Palia, Executive Director (Finance) (DIN: 00281971) ceased to be
Directors of the Company with effect from 1st April, 2017. The Board made glowing references to the valuable contribution of
Mr. P.D. Lam and Mr. K.A. Palia during their tenure of dedicated service to the Company.
Ms. Nyrika Holkar was appointed as Additional Director designated as “Executive Director-Corporate Affairs” at the Board
Meeting held on 18th March, 2017, with effect from 1st April, 2017. As per the provisions of Section 160 of the Companies Act,
2013, your Company has received a notice from a Member specifying his intention to propose the appointment of Ms. Nyrika
Holkar as Director in the forthcoming Annual General Meeting (“AGM”). Furthermore, a specific Resolution is included in the
Notice of the AGM for the appointment of Ms. Nyrika Holkar as a Director designated as and “Executive Director- Corporate
Affairs” for a period of 3 years with effect from 1st April, 2017.
The Nomination and Remuneration Committee, in terms of the provisions of Section 178 of the Companies Act, 2013, had
recommended to the Board framing of a Policy for selection and appointment of Directors & Senior Management and their
remuneration, which was adopted by the Company.
The Company’s Policy on Appointment of Directors, is stated below:

The Company is committed to equality of opportunity in all aspects of its business and does not discriminate on the grounds of
nationality, race, colour, religion, caste, gender, gender identity or expression, sexual orientation, disability, age or marital status.

11
Godrej & Boyce Mfg. Co. Ltd.

The Company recognizes merit and continuously seeks to enhance the effectiveness of its Board. The Company believes that for
effective corporate governance, it is important that the Board has the appropriate balance of skills, experience and diversity of
perspectives.
Board appointments will be made on merit basis and candidates will be considered against objective criteria with due regard for
the benefits of diversity on the Board. The Board believes that such merit-based appointments will best enable the Company to
serve its stakeholders.
The Board will review this Policy on a regular basis to ensure its effectiveness.

The Companies Act, 2013 provides for a major overhaul in the corporate governance norms for all companies in order to adopt
best practices on corporate governance and to make the corporate governance framework more effective. Pursuant thereto, the
Company was required to formulate Governance Guidelines on Board Effectiveness. As a part of the Board Effectiveness Review,
it was the responsibility of the Board to annually evaluate the individual Directors, the Board Committees and also the entire
Board as a whole. It was the responsibility of the Nomination and Remuneration Committee to organize the evaluation process
and determine the evaluation criteria/ framework for the Board and individual Directors, which would include the Chairman,
Independent Directors, Non-Independent Non-Executive Directors, the Managing Director and the Executive Directors.
The Non-Executive Directors received Sitting Fees and Commission in accordance with the provisions of the Companies Act, 2013.

The Company 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, in line with the requirements of the provisions
of the Companies Act, 2013. The Nomination and Remuneration Committee took up the design and execution of this process
which enabled providing vital feedback on how the Board currently operates and how it might improve its effectiveness.
Compiled feedback and suggestions on (i) Board processes (including Board composition, strategic orientation and team
dynamics) (ii) individual committees (iii) individual Board members and (iv) chairperson’s feedback report, were shared by the
Nomination and Remuneration Committee with the Board. The criteria for evaluation of the Board Committees covered whether
the Committee has well defined objectives, the right composition and whether it delivers its objectives. The criteria for
evaluation of all the individual Directors included skills, experience and level of preparedness of the Directors, attendance and
extent of contribution to Board discussion and how the Director leverages his/ her expertise and networks to meaningfully
contribute to the Company. The criteria for the Chairman’s evaluation included leadership style, conduct of Board Meetings, etc.
The individual Board Member Feedback Report and overall Board Feedback Report was facilitated by Mrs. Anita Ramachandran,
Chairperson of the Nomination and Remuneration Committee, with the Independent Directors. The Independent Directors were
appreciative about the effective functioning of the Board, but also identified other areas which could show scope for
improvement. The feedback was shared with the Chairman and based on his evaluation, a Chairman’s Feedback Report was also
compiled.
Mr. J.N. Godrej, Chairman and Managing Director, other Whole-Time Directors, Mr. P. E. Fouzdar, Executive Vice President
(Corporate Affairs) and Company Secretary and Mr. P. K. Gandhi, Chief Financial Officer, are the Key Managerial Personnel of the
Company.

6. NUMBER OF MEETINGS OF THE BOARD:


The Board met seven times during the financial year 2016-17, viz., 29th April, 2016, 26th August, 2016, 27th September, 2016,
28th November, 2016, 31st January, 2017, 18th March, 2017 and 21st March, 2017.

7. DIRECTORS’ RESPONSIBILITY STATEMENT:


The Company has in place Internal Financial Controls (IFCs) within the meaning of Section 134(5)(e) of the Companies Act, 2013.
The Board believes that the Company has proper and adequate IFCs commensurate with the nature and size of its business,
business being dynamic and varied. The Board is seized of the fact that IFCs are not static but dynamic and evolve over time as
the business, technology, cyber security and fraud environment changes in response to competition, industry practices,
legislation, regulation and current economic conditions. The Company has an audit and review process in place to continuously
identify gaps and ensure that IFCs are strengthened on an ongoing basis.
As required under Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received from the
Operating Management, and after due enquiry, confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting
standards had been followed alongwith proper explanation relating to material departures;

12
Annual Report and Accounts 2016-17

(b) the Directors had 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 as at 31st March, 2017 and of
the profit of the Company for the year ended on 31st March, 2017;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls
were adequate and operating effectively;
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively;
(g) the annual accounts have been audited by the Company’s Auditors M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants,
and their report is appended thereto.

8. ALTERATION IN THE OBJECTS CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:


During the year under review, pursuant to Section 13 of the Companies Act, 2013, and approval of the Members of the Company
by way of a Special Resolution at the Extra Ordinary General Meeting of the Company held on 21st March, 2017, the Objects
Clause of the Memorandum of Association of the Company was altered by insertion of the new clause 7 (D) to deal with its assets
and property more specifically set out in the said clause.

9. SHARE CAPITAL
During the year under review, the Hon’ble High Court of Judicature at Bombay by its Order dated 20 th June, 2016 sanctioned the
Scheme of Amalgamation of Cartini India Limited (“Cartini”) with the Company.
Accordingly, the Company issued and allotted 15,538 Equity shares at par, credited as fully paid up, to the Members of Cartini,
whose names appear in the Register of Members of Cartini, on the Effective Date, i.e 1st August, 2016, in the ratio of 254 fully
paid equity share of Rs. 100 each of the Company for every 1,000 equity shares of Rs. 10 each held in Cartini.

10. DEPOSITORY SYSTEM


The Company’s Equity Shares are available for dematerialisation through National Securities Depository Limited and Central
Depository Services (India) Limited. As on 31st March, 2017, 49.59% of the Equity Shares of the Company were held in
dematerialised Form.

11. FIXED DEPOSITS FROM MEMBERS (SHAREHOLDERS) & FROM PUBLIC:


During the current financial year, the Company accepted/ renewed Fixed Deposits from its Members and from Public, in
accordance with the provisions of Sections 73 and 76, and other applicable provisions of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.
The details relating to deposits in terms of Rule 8(5)(v) of the Companies (Accounts) Rules,
2014, are given hereinunder : Rupees in Crore
a. Deposits accepted during the year from Members and Public 410.50
b. Deposits from Public remaining unpaid or unclaimed as at the end of the year 5.08
c. Whether there has been any default in repayment of deposits or payment of interest
thereon during the year, and if so, number of such cases and the total amount involved :-
(i) at the beginning of the year -
(ii) maximum during the year -
(iii) at the end of the year -
d. Details of deposits which are not in compliance with the requirements of Chapter V of the Companies
Act, 2013. -

12. TRANSFER OF UNCLAIMED AMOUNT TO THE INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”):
The Company sends letters to all deposit holders, whose deposits or interest due thereon are unclaimed so as to ensure that they
receive their rightful dues. Efforts are also made to communicate with the deposit holders in cases wherein they have relocated
and failed to intimate the Company of the new address.

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Godrej & Boyce Mfg. Co. Ltd.

During the year, the Company had transferred a sum of Rs. 3,29,228 comprising of Deposits from public and Interest due thereon
to the IEPF, the amount which was due and payable but remained unclaimed and unpaid for a period of seven years as provided
in Section 125 of the Companies Act, 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:


The Company has formulated a Related Party Transaction Policy for entering into transactions by the Company with related
parties, pursuant to the requirements of the Companies Act, 2013.
All transactions entered into during the financial year 2016-17 with related parties as defined under the Companies Act, 2013,
were in the ordinary course of business and on an arm’s length basis, details of which are given in the notes to the financial
statements, except transactions entered into by the Company with related parties referred to in Section 188(1) of the Companies
Act, 2013, which have been disclosed under item 1 of Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014; the said Form AOC-2 is enclosed separately with this Report
(Enclosure 3). Since there have been no material contracts or arrangements or transactions on arm’s length basis, disclosure
under item 2 of Form AOC-2 is not applicable.

14. PARTICULARS OF INVESTMENTS MADE, GUARANTEES PROVIDED AND LOANS GIVEN BY THE COMPANY:
The details of loans, guarantees, and investments as required by the provisions of Section 186 of the Companies Act, 2013 and
the Rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of the Company, which have occurred
between 31st March, 2017 and the date of this Report.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant material orders passed by the regulators/ courts/ tribunals which would impact the going concern status
of the Company and its future operations.

17. INTERNAL CONTROL SYSTEMS:


The Company maintains Internal Control Systems designed to provide reliable and timely financial and operational information,
ensure compliance with applicable laws and regulations, safeguard assets from unauthorized use or disposal, execute
transactions with proper authorization, and comply with corporate policies and procedures. Internal control framework ensures
the integrity of financial statements and eliminates the possibility of frauds and errors.
The bedrock of the Company’s Internal Control framework lies in its Code of Conduct, adequately and clearly laid down policies
and procedures, process automation, annual business planning process with management reviews, an organization structure
segregating responsibilities and the Risk Management framework.
The Company has adequate controls framed in the various processes which are tested for its design and effectiveness and no
material weaknesses are observed. The Internal Control system is designed to ensure that financial records are reliable for
preparing the Financial Statements. The internal and external Auditors review the framework of internal control over financial
reporting.
The Company has its own independent Internal Audit Department which is ISO 9001:2008 certified. The Internal Audit team
prepares an Annual Audit Plan based on the risk profile of the businesses of the Company. The Audit plan is approved by the
Audit Committee, which also reviews the compliance of the plan.
The Internal Audit team carries out periodic audits at all locations and of all functions and inter alia, tests the design, adequacy
and efficacy of Internal Controls Systems in the Company. It also evaluates the compliance of the accounting procedures and
policies. Significant observations of the Internal Audit reports including recommendations or improvements of business processes
are reviewed by the process owners who undertake corrective actions in their respective areas. The Audit Committee reviews the
Internal Audit report in each of its meetings and monitors the implementation of Audit recommendations.

14
Annual Report and Accounts 2016-17

18. RISK MANAGEMENT:


The Company pursues a robust, structured and disciplined Enterprise Risk Management (“ERM”) framework to address and
manage the uncertainties associated with its business by aligning strategy, processes, people, technology and knowledge. The
ERM framework has evolved and is based on international standards. It is aimed at developing a system that supports risk
informed business decisions, strengthens risk resiliency with the intent of preserving as well as enhancing Members’ value. The
framework for ERM and the Risk management policy has been reviewed by the Audit Committee and has been approved by the
Board.
The Company has firmed up a strong base for successful risk management process by creating a risk infrastructure in the form of
ERM Executive Committee which meets periodically to review the risks and mitigation plan drawn by the various businesses and
functional risk teams. The individual Businesses/Functions are responsible for risk identification and mitigation plan who as risk
owners review and monitor the key risks to avoid unforeseen aberrations or detrimental events. For each of the risk identified,
corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting the
risks on a periodic basis. The ERM Executive Committee also helps to prioritize entity-wide risks and steer mitigation efforts in
line with the Company’s risk capacity and appetite which in turn are reported to the Audit Committee and the Board. The entire
process is independently reviewed by Internal Audit Department.
ERM framework has also been integrated with the Company’s strategy and planning process where emerging risk are used as
inputs. Risk Management concepts are also applied in “project” businesses, in contract management, cost estimation and project
selection for better project execution and profitability.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is appended as
Annexure I to this Report.

20. CORPORATE SOCIAL RESPONSIBILITY:


The Corporate Social Responsibility (CSR) Committee as constituted by the Board of Directors of the Company, in accordance
with Section 135 of the Companies Act, 2013, comprises of Mr. V. M. Crishna, Chairman, Mr. J. N. Godrej, Mr. A. G. Verma, Mr. K.
M. Elavia and Mr. P. P. Shah.
The Company Secretary acts as the Secretary of the CSR Committee.
The CSR Committee met once during the year under review.
The Godrej Group has always aspired to be a responsible corporate citizen by pursuing business strategy for long-term growth
and strong financial position, to attain twin goals of member value enhancement and societal value creation. Since the
establishment of the Company’s business in 1897, the Godrej Group has been at the forefront of philanthropic and national
welfare activities.
In the context of CSR, it is worth noting that about 24% of the Company’s share capital is held by a public charitable trust which
ploughs back its annual dividend income to support a wide range of philanthropic activities. The Company, along with another
such trust, has protected, developed and maintained a large tract of mangrove forests, near its Vikhroli township for several
decades, which have served as a second set of lungs for the city. Yet another such trust has supported initiatives in healthcare
through its Godrej Memorial Hospital (NABH and NABL Accredited) at Vikhroli which aims to provide comprehensive quality
healthcare at affordable costs.
Immediately after the Company built factory premises to start its plants in Vikhroli, it set up Udayachal School in Vikhroli in 1955,
to focus on all-round development of the employees’ children. The School has been accredited with the International School
Award in recognition of the School incorporating global education into its curriculum and innovation into classroom teaching.

The Company continuously strives to attain world-class standards in its management of Environment, Occupational Health and
Safety by working closely with employees at all levels. The Company also strives to align its operations and activities with the
national mission on environmentally sustainable growth.

15
Godrej & Boyce Mfg. Co. Ltd.

The Godrej Group has developed a long-term vision, for playing an active part in creating a more inclusive and greener India,
called “Godrej Good & Green”; the Group aspires to create a more skilled workforce, a greener India, and innovate for good and
green products. For this purpose, specific goals at the Group level for 2020 have been spelt out, and focused activities are
planned by the Company to address environmental and business issues, and the needs of underserved populations.
Based on the recommendation of the CSR Committee, the Board has approved the CSR Policy of the Company, including the CSR
activities and the projects proposed to be undertaken by the Company, and its governance structure and the same is placed on
the website of the Company.
The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the CSR Report, which
is appended as Annexure II to this Report.

21. AUDIT COMMITTEE:


The Audit Committee as constituted by the Board of Directors of the Company, in accordance with the provisions of the
Companies Act, 1956, comprises of Mr. K. M. Elavia, Chairman, Mr. K. N. Petigara, and Mrs. A. Ramachandran. In accordance with
the provisions of Section 177 of the Companies Act, 2013 the scope and terms of reference of the Audit Committee have been
amended as mandated by the Companies Act, 2013. The Chief Financial Officer, Internal Auditor and Statutory Auditors of the
Company are the permanent invitees to the meetings of the Audit Committee.
The Company Secretary acts as the Secretary of the Audit Committee.
The Audit Committee met four times during the year under review.
The Audit Committee had at its meeting held on 31st October, 2017, met with the Company’s Statutory Auditors and taken up
the review of the Audited Standalone Financial Statements and the Audited Consolidated Financial Statements for the financial
year 2016-17, for further approval of the Board and the Members of the Company.
The Company has adopted the Code of Ethics & Business Conduct, which lays down the principles and standards that should
govern the actions of the Company and its employees. The Whistleblower Policy has also been formulated with a view to provide
a mechanism for employees of the Company to raise concerns of any violations of legal or regulatory requirements, incorrect or
misrepresentation of any financial statements and reports, etc. The Company is committed to adhere to the highest standards of
ethical, moral and legal conduct of business operations.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:


The Company has adopted the Code of Ethics & Business Conduct, which lays down the principles and standards that should
govern the action of the Company and its employees. The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations.
As per the provisions of Section 177(9) of the Companies Act, 2013, the Company is required to establish an effective Vigil
Mechanism for Directors and employees to report genuine concerns.
The Company has a Whistle-blower Policy in place to report concerns about unacceptable, improper and/or unethical behavior
and practices, actual/suspected frauds and violation of Company’s Code of Ethics and Business Conduct. For protected
disclosure and protection to the Whistle Blower, the policy provides for adequate safeguards against victimisation of persons
who avail the same, and provides for direct access to the designated Executive Director.
The Company has disclosed information about the establishment of the Whistle Blower Policy on its website at the Weblink:
http://www.godrejandboyce.com/godrejandboyce/pdf/Whistleblower.pdf

23. NOMINATION AND REMUNERATION COMMITTEE:


The Nomination and Remuneration Committee as constituted by the Board of Directors of the Company, in accordance with the
provisions Section 178 of the Companies Act, 2013, comprises of Mrs. A Ramachandran, Chairperson, Mr. K. N. Petigara and Mr.
K. M. Elavia.
The Company Secretary acts as the Secretary of the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee met thrice during the year under review.

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Annual Report and Accounts 2016-17

24. STAKEHOLDERS RELATIONSHIP COMMITTEE


The Stakeholders Relationship Committee as constituted by the Board of Directors of the Company, in accordance with the
provisions of Section 178 of the Companies Act, 2013, comprises of Mr. K. N. Petigara, Chairman, Mr. K. M. Elavia. During the
financial year under review, Mr V.M. Crishna was appointed as a Member of the Stakeholders Relationship Committee, in place
of Mr P.D. Lam and Mr. K.A.Palia who had ceased to be Directors of the Company w.e.f. 1st April, 2017 and consequently ceased
to be members of the Stakeholders Relationship Committee.
The Company Secretary acts as the Secretary of the Stakeholders Relationship Committee.
The Stakeholders Relationship Committee met twice during the year under review.

25. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:
In terms of Section 129 of the Companies Act, 2013, the consolidated financial statements have been prepared by the Company
in accordance with the applicable accounting standards, and form part of this Report. A statement containing the salient features
of the financial statements of the Company’s subsidiaries, joint ventures and associates, in Form AOC-1 as required under Rule 5
of the Companies (Accounts) Rules, 2014 forms part of the notes to the consolidated financial statements, and provides details
on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the
consolidated financial statements.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES :


During the financial year under review, the following changes have taken place :
Pursuant to the Scheme of Amalgamation between Cartini India Limited (“Cartini”) and the Company (“the Scheme 1”), Cartini
amalgamated with the Company and stood dissolved without winding up vide Order of the High Court of Judicature at Bombay
dated 20th June, 2016, the certified true copy of which was filed with the Ministry of Corporate Affairs on 1 st August, 2016 and
the Scheme 1 became effective from that date.
Pursuant to Scheme of Amalgamation between East View Estates Private Limited (“East View”), Firstrock Infrastructures Private
Limited (“Firstrock”) and Miracletouch Developers Private Limited (“Miracletouch”), wholly-owned subsidiaries of the Company
and the Company (“the Scheme 2”), East View, Firstrock and Miracletouch amalgamated with the Company and stood dissolved
without winding up vide Order of the High Court of Judicature at Bombay dated 8 th July, 2016, the certified true copy of which
was filed with the Ministry of Corporate Affairs on 18th August, 2016 and the Scheme 2 became effective from that date.
Godrej (Malaysia) Sdn. Bhd., a wholly-owned subsidiary of the Company voluntarily liquidated on 28th December 2016.
Godrej Industries Limited ceased to be a subsidiary of the Company with effect from 30th March, 2017, consequently, Godrej
Consumer Products Limited, Godrej Agrovet Limited and Godrej Properties Limited and their down-stream subsidiaries ceased to
be subsidiaries/sub-subsidiaries of the Company with effect from that date.
Godrej UEP (Singapore) Pte. Ltd. became an associate of the Company with effect from 30 th November, 2016, being a Joint
Venture between Godrej Singapore Pte. Ltd., a wholly-owned subsidiary of the Company and Urban Electric Power Inc., USA.
Pursuant to a composite Scheme of Arrangement and Amalgamation amongst Geometric Ltd; HCL Technologies Ltd.; and 3D PLM
Software Solutions Ltd; becoming effective from 2nd March, 2017 and thus Geometric Limited stood dissolved without winding
up with effect from 2nd March, 2017 and thus ceased to be an associate of the Company with effect from that date.
The Scheme of Amalgamation of Godrej Investments Private Limited (“GIPL”) with the Company (“the Scheme 3”) filed in
accordance with the provisions of Sections 230 to 232 of the Companies Act, 2013, with the National Company Law Tribunal,
Mumbai Bench (“NCLT”) came up for its final hearing on 23rd August, 2017, whereat the NCLT issued an Order sanctioning the
Scheme 3. In accordance with the directions of the NCLT, GIPL and the Company filed the certified copy of the Order with the
Ministry of Corporate Affairs (“the MCA”) on 18th September, 2017 respectively, and accordingly, the Scheme 3 became effective.
With effect from the Appointed Date, i.e. close of business hours as on 29 th March, 2017, and upon the Scheme 3 becoming
effective, the whole undertaking of GIPL, alongwith all the assets and liabilities thereof, stood transferred to the Company to
belong to, and be managed by the Company, and GIPL stood dissolved without winding-up. Upon the Scheme 3 coming into
effect, 1,77,432 fully paid up equity Shares of Rs. 100 each of the Company held by GIPL are cancelled and in consideration and
as per the Scheme 3, 1,77,429 fully paid up equity Shares of Rs. 100 each of the Company were issued and allotted on 6 th
November, 2017, to the shareholders of GIPL in the ratio of their holding in GIPL. Any fraction arising out of the allotment has
been rounded off to the nearest integer.

17
Godrej & Boyce Mfg. Co. Ltd.

The Scheme of Amalgamation of Busbar Systems (India) Limited (“Busbar”) and Mercury Manufacturing Company Limited
(“MMCL”) with the Company (“the Scheme 4”) filed in accordance with the provisions of Sections 230 to 232 of the Companies
Act, 2013, with NCLT Mumbai Bench, NCLT, Bengaluru Bench and NCLT, Chennai Bench came up for its final hearing on 23 rd
August, 2017, on 16th October, 2017 and on 14th September, 2017, respectively, whereat the respective NCLT issued Orders
sanctioning the Scheme 4. In accordance with the directions of the NCLT respective benches, the Company filed certified copies
of the Orders with the MCA on 3rd October, 2017 for MMCL and on 28th October, 2017 for Busbar. Accordingly, the Scheme 4
became effective. With effect from the Appointed Date, i.e. 1st April, 2016, and upon the Scheme 4 becoming effective, the whole
undertaking of Busbar and MMCL, alongwith all the assets and liabilities thereof, stood transferred to the Company to belong to,
and be managed by the Company, and Busbar and MMCL stood dissolved without winding-up.

27. AUDITORS:
In accordance with Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s Kalyaniwalla & Mistry LLP,
Chartered Accountants (Firm Regn. No. 104607W/W100166), Mumbai, were appointed as Statutory Auditors to hold office from
the conclusion of the 83rd Annual General Meeting (“AGM”) till the conclusion of the 86th AGM (i.e. the forthcoming AGM of the
Company).
Hence, pursuant to the provisions of the Companies Act, 2013, the Company is required to appoint new Statutory Auditors.
The Audit Committee at its Meeting held on 31st October, 2017, unanimously approved to recommend to the Board, the
appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, ICAI Registration No. 117366W/W- 100018, Mumbai, as the
new Statutory Auditors to hold office from the conclusion of this 86th AGM on 24th November, 2017, until the conclusion of the
91st AGM to be held in the year 2022, at a remuneration as may be approved by the Board. The Board, at its meeting held on 6 th
November, 2017, approved the recommendation of the Audit Committee.
Deloitte Haskins & Sells LLP, Chartered Accountants have confirmed that their appointment, if made, would be within the limits
specified under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as Statutory
Auditors in terms of the provisions of Section 139(1), Section 141(2) and Section 141(3) of the Companies Act, 2013 and the
provisions of the Companies (Audit and Auditors) Rules, 2014. The Board of Directors recommends to the Members the
appointment of Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company.
There are no qualifications, reservations or adverse remarks or disclaimers made by Kalyaniwalla & Mistry LLP, Statutory
Auditors, in their Report.
The Board places on record, its appreciation of the contribution of M/s Kalyaniwalla & Mistry LLP, Chartered Accountants, during
their tenure as the Statutory Auditors of the Company.

28. COST AUDITORS:


Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, and the Companies
(Cost Records and Audit) Rules, 2014 the Board of Directors on the recommendation of the Audit Committee, had appointed
M/s. P. D. Dani & Associates, Cost Accountants and Mr. A.N. Raman, Cost Accountant, as the Cost Auditors of the Company for
the financial year ended 31st March 2017, for conducting the audit of the Cost Records for the applicable products and services.
As stated earlier, in this Report, the Company has been granted extension of three months by the Ministry of Corporate Affairs,
for holding the Annual General Meeting, upto 30th December, 2017 for the financial year ended 31st March, 2017. In view of this
matter, the Company also made an application to Cost Audit Branch, Ministry of Corporate Affairs New Delhi, seeking extension
of time upto 30th December, 2017 w.r.t. submission of the Cost Audit Report. Accordingly, the Cost Audit Reports will be filed
with the Central Government in due course.
In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,
2014, the Board of Directors on the recommendation of the Audit Committee, approved the appointment of M/s. P. D. Dani &
Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year ending 31st March 2018, to conduct the
audit of the cost records of the Company in respect of Appliances, Vending Machines and Electric Motors businesses, at a
remuneration of Rs. 17,00,000 (excluding all taxes and reimbursement of out-of-pocket expenses).
In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,
2014, the Board of Directors on the recommendation of the Audit Committee, also approved the appointment of Mr. A.N.
Raman, Cost Accountant, as the Cost Auditors of the Company for the financial year ending 31st March 2018, to conduct the
audit of the cost records of the Company in respect of Construction, Electricals & Electronics, Material Handling Equipment,
Aerospace, Process Equipment, Precision Engineering, Toolings, Interio, and Security Solutions businesses, at a remuneration of
Rs. 23,00,000 (excluding all taxes and reimbursement of out-of-pocket expenses).

18
Annual Report and Accounts 2016-17

The remuneration of the Cost Auditors is required to be ratified by the Members of the Company at the ensuing Annual General
Meeting.
In accordance with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors on the recommendation of the
Audit Committee, has appointed M/s. P D Dani & Associates, Cost Accountants as the Lead Cost Auditors and Mr. A.N. Raman,
Cost Accountant, Cost Auditor of the Company for the financial year ending 31st March, 2018.

29. SECRETARIAL AUDITORS:


During the year under review, the Board appointed M/s. A N Ramani & Co., Practising Company Secretaries, to conduct
secretarial audit of the Company for the financial year 2016-17. The Secretarial Audit Report in terms of Section 204 of the
Companies Act, 2013, issued by them is annexed and marked as Annexure III to this Report. There are no qualifications,
reservations or adverse remarks or disclaimers made by M/s. A N Ramani & Co., Practising Company Secretaries, in their
Secretarial Audit Report.

30. FRAUD REPORTING:


The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year
ended 31st March, 2017, except in respect of a fraud on the Company amounting to about Rs. 19 crore, committed by employees
of a line of business in collusion with third parties, for which Management has taken appropriate remedial measures. The
statements made by the Auditors in their Report are self-explanatory and need no further comments.

31. PARTICULARS OF EMPLOYEES:


Disclosures of details with respect to the remuneration of employees as required under Section 197 of the Companies Act, 2013
and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are separately enclosed
with and form part of this Report. (Enclosure 4).

32. POLICY TO PREVENT SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:


The Company is deeply committed to the creation and maintenance of an atmosphere where every employee is treated with
dignity and respect and afforded equitable treatment. It strives to create conditions in which employees can work together
without fear of sexual harassment, exploitation or intimidation.
As per the requirements of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has instituted a Policy on Prevention of Sexual Harassment at the Workplace (Policy) and
under the purview of the same a Complaints Committee (“the Committee”) has also been formed. Since there were no
complaints during the year, the Committee filed a NIL complaints report with the concerned authorities, in compliance with
Section 22 of the above-mentioned Act.

For and on behalf of the Board

J. N. GODREJ
Chairman & Managing Director
DIN: 00076250
Mumbai, 6th November, 2017
Registered Office:
Pirojshanagar, Vikhroli,
Mumbai 400 079.

19
Godrej & Boyce Mfg. Co. Ltd.

ANNEXURE I TO THE DIRECTORS' REPORT


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
(information pursuant to Section 134(3)(m) of the Companies Act, 2013)

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy


1. Installation of screw compressor chillers for energy efficient HVAC (Heating Ventilation and Air-Conditioning)
with associated controls like VFDS (Variable Frequency Drive Systems) and modulating valves controlled by BMS
(Building Management Systems).
2. Installation of turbo ventilators at rooftop and translucent sheets for natural day lighting.
3. Installation of LED tube lights, high bay light, down lights, 2X2 LED fixtures, LED street light and light pipe units.
4. Installation of hydraulic power pack with servo motor and replacement of conventional heating with IR
(Infrared) heating.
5. Use of low temperature chemical to eliminate heating requirement at PT (Phosphating) line and refurbishment
of powder coating oven.
6. Distribution of LED lamp, energy efficient fan under UJALA scheme during world environment day through EESL
(Energy Efficiency Services Limited).
7. Celebration of energy conservation week, earth hour, posting green tips/facts on Godrej intranet to spread the
energy conservation awareness.
8. Conducted energy audit at various location and participation of businesses in Green Co Certification.

ii. steps taken for utilising alternate sources of energy


(ii) The
1. Installation of solar water heating system for canteen & colony premises.
2. Installation of rooftop solar PV (Photovoltaic) at plants.
3. Purchase of solar power for offsite locations.
4. Use of Solar pumping system for utilities.
5. Use of battery operated electric forklift at shop floor.

iii. capital investment on energy conservation equipment


(iii) The
1. Installation of real time compressed air monitoring system and energy efficient air compressor.
2. Installation of VFD (Variable Frequency Drive) on machines, pumps, blowers and AHU (Air Handling Unit).
3. Installation of hydraulic power pack with servo motor.
4. Installation of Green supply chain for vendors & suppliers.

B. TECHNOLOGY ABSORPTION

i. efforts made and the benefits derived from technology absorption


(i) The
1. Development of high energy efficient Inverter AC with 5300W capacity, 5.25 ISEER (Indian Seasonal Energy
Efficiency Ratio) and eco-friendly R290 refrigerant which fulfils EESL (Energy Efficiency Services
Limited) requirements.
2. Development of new range of 4-star energy efficient Inverter for top freezer of frost free refrigerators – SPIN
Series.
3. Development of complete range of plug and play HVAC (Heating Ventilation and Air-Conditioning) and BLDC
(Brushless Direct Current Motor Technology) motors for Ductable and VRF (Variable Refrigerant Flow) Aircon
units for silent operation and energy efficiency.
4. Development of efficient, indigenously built, low voltage AC induction motors on stackers and forklift trucks.
5. Development of vacuum formed covers for forklift trucks.

20
Annual Report and Accounts 2016-17

6. Development of rack collapse warning system with tilt sensor based embedded device for giving warning of
rack condition during hazards like earthquake.
7. Development of embedded system based on light assisted picking system to enhance picking efficiency of
distribution centres (retail / e-commerce segments).
8. Development of special vacuum pump motor for submarine application and process development of
encapsulation of motor windings with resins.
9. Development of storage and retrieval system for Sheet metal storage & Die/Mould storage for shop floor
applications.

ii. details of technology imports and absorption


(ii) The
1. Development of design and manufacturing for mobile shelving under carriage & drive unit with Itoki
Corporation, Japan.
2. Development of technology for fast cooking using steam purging, co-development of machines done with
Godrej Veromatic.
3. Development of oats machine for Marico for faster and efficient cooking.
4. Development of intelligent warehouse management platform with software partner to add intelligence in
warehousing operations. Branded as i-store pro, this platform enables bundling of smart devices like Bar code /
RFID (Radio Frequency Identification) / other IoT (Internet of things) devices with racking systems to enhance
operations like location management, inventory count, put-away guidance and picking guidance.
5. Development of Permanent Magnet Synchronous Motors up to 5HP which confirms upto IE4 efficiency standard.
6. Development of complete range of material handling equipment such as forklifts & pallet trucks- electrical
vehicles from 1.2 kW to 15 kW capacity.
7. Development of BLDC (Brushless Direct Current Motor Technology) motors and controllers for refrigerators-
including direct cool and frost free types and suitable motor control system for latest 5-star energy rating.
8. Development of Defender Aurum Safe, Secunex Locker, Goldilocks, S2 safe with Handle, Legacy Safe, Zeus
Filing Cabinet, Apollo Data Cabinet, Fortune Depository, Sofisti Safes and Auto Vault Lockers.
9. Development of novel vertical bin / box conveying system which eliminates limitations of existing systems like
Scissor lift, Vertical Reciprocating conveyors with respect to large floor space needed.

iii.
(iii) During the year under review, the Company spent Rs. 39.06 crore on Research & Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company’s foreign exchange earnings and outgo for the year amounted to Rs. 1,372.33 crore and Rs. 602.90 crore respectively.

21
Godrej & Boyce Mfg. Co. Ltd.

ANNEXURE II TO THE DIRECTORS' REPORT


Annual Report On Corporate Social Responsibility Activities
[ (as prescribed under Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy)
Rules, 2014 ]

1. CSR Reporting Framework

We, Godrej & Boyce Mfg Co. Ltd (G&B), are happy to present to you our third CSR compliance report. We have continued
to work with integrity, have trust, service to mankind, respect for each other and conserving environment to pursue our
vision of Godrej being in every home and workplace. We strive for enriching the quality of life, every day and everywhere.
We grow with our values system, inculcating it in our CSR and Sustainability initiatives. The CSR projects undertaken are in
line with Godrej Group’s Good & Green goals and the areas of intervention specified in the Schedule VII of the Companies
Act, 2013.
This annual report presents our approach towards new initiatives which is gaining momentum like community
development and work done in employability by following our CSR philosophy, highlighting our commitment to our
stakeholders. This report mentions about CSR committee, its role and responsibilities, taskforces and monitoring and
review by them, project details including budgets and total spends.

2. Outline of CSR Policy

2.1. Objective of CSR Reporting

At G&B, our CSR policy applies to all activities that are undertaken as part of our Good & Green goals. In Godrej Good &
Green, the focus is on increasing the employability of underprivileged youth through vocational training thus improving
their socio-economic condition, go green by creating a greener India to encourage a sustainable approach towards
business, and innovating environment-friendly and /or solutions benefiting bottom of the pyramid. In the year 2014-15 we
have started community development initiatives around the area of operations in Maharashtra, Punjab and Uttarakhand
as it is critical to build sustainable communities by addressing their needs in the area of livelihood, environment, health &
sanitation and education that is aligned to schedule VII of the Companies Act, 2013.
While this CSR policy is drafted as per the Godrej Groups’ Good and Green policy, it includes the CSR programs that meets
the requirement of the CSR Rules as per the Section 135 of the Companies Act, 2013.
The G&B CSR Policy is available in the Company’s website:
http://www.godrejandboyce.com/godrejandboyce/corpPolicies.aspx?id=16&menuid=929

2.2 CSR Committee

This committee comprises of the following members:


1. Mr. Jamshyd N. Godrej, Chairman and Managing Director, Godrej & Boyce Mfg. Co. Ltd
2. Mr. V. M. Crishna, Executive Director, Godrej & Boyce Mfg. Co. Ltd, (Chairman of CSR Committee)
3. Mr. Anil G. Verma, Executive Director,Godrej & Boyce Mfg. Co. Ltd
4. Mr. Pradip Shah, Independent Director, Godrej & Boyce Mfg. Co. Ltd
5. Mr. Keki Elavia, Independent Director,Godrej & Boyce Mfg. Co. Ltd

The Company Secretary serves as the Secretary of the CSR Committee.

22
Annual Report and Accounts 2016-17

2.3 Responsibilities

1. Formulate and update G&B CSR Policy, and have it approved by the Board of G&B.
2. Suggest areas of intervention to the Board of G&B.
3. Approve projects that are in line with the CSR Policy.
4. Put monitoring mechanism in place to track the progress of each project.
5. Recommend the CSR budget and expenditures to the Board of G&B, for approval.
6. Meet twice a year to review the progress made.

2.4 Task Forces


Project specific task forces are constituted for implementation and monitoring of the CSR projects. The task forces
would be responsible for carrying out day-to-day operations of CSR and will submit reports to the CSR Committee
for the bi-annual review meetings.

2.5 CSR Budget & Expenditures

1. Average net profit of last 3 years: Rs. 253 crore


2. Calculated 2% spend for the current financial year: Rs. 5.07 crore
3. Amount spent during the current financial year: Rs. 5.07 crore
4. Amount unspent of the recommended 2% budget, if any: Rs. Nil

* includes budget and expenditure of Busbar Systems (India) Limited, a Wholly-Owned Subsidiary which
was amalgamated with G&B.

23
Godrej & Boyce Mfg. Co. Ltd.

Details of the expenditures incurred by G&B during the current financial year 2016-17
(Amount in Rs. Lakhs)

CSR Project Sub activity for CSR Sector in which 1) Local area Institute/ Amount Amount spent Total Cumulative Amt spent direct Audit
Activity the project is 2) State /district 3) organization outlay on projects, expenditure in expenditure or through the proof
covered project or / person (Budget) 1) Direct the up to the implementing available
programme involved Project or expenditure corresponding reporting agency
Programme 2)Overheads, area period
wise
A. Livelihood
i. Disha Vocational Skill Employment 88 cities, 20 states, 30 Pvt VTC 226 235.2 235.2 235.2 138.49L Invoices
training for Rural & enhancing across india & 51 Govt implementng & Bills
Urban youth in vocational skills (Schedule A: List of partners Agency
trades like –Fitter, development States & Cities) (Schedule B 79.30L Direct
Welder, Machinist, & D) expense
RAC, Flt Driver, FST,
Lock ST Stipend
cost of government
apprentices

ii.Rural Women Livelihood Shirwal (Satara), Partners, 30 40.59 40.59 40.59 40.59L 26 L Invoices
develop- Empowerment, enhancement Khalapur (Raigad), Villagers, through & Bills
ment SHG Formation, Eco projects Kudal (Sindhudurg) CSR team implementing
- Bhiwandi (Thane) members agency
Tourismdevelopme Maharashtra, (Schedule C) 14.59 L direct
nt, Agriculture Bhagwanpur expense
scheme (Haridwar),
awaremess, Uttarakhand,
Surveys, Madkai(Goa),
Dahej, Vadodara
(Gujrat)
B. Support Uplifting education, Promoting Shirwal Govt 82 67 67 67 67 L 21 Invoices
education Sanitation & Education (Satara),Khalapur Schools, L through & Bills
cleanliness in rural (Raigad), villagers, implementing
schools, career Kudal(Sindhudurg) partners agency 46
guidance, E- Bhiwandi(Thane) (Schedule C) L direct
learning, Science Maharashtra, expense
lab, Activity based Bhagwanpur
learning, Model (Haridwar),
school Uttarakhand,
Madkai(Goa),
Dahej,
Vadodara(Gujrat)
C. Preventive health Promoting Shirwal(Satara),Kh Hospitals 110 107 107 107 107 L 91 Invoices
Promoting checkups, safe preventive alapur (Raigad), Villagers, L Through & Bills
Health Care drinking water, health care Bhiwandi(Thane), partners implementng
awareness, Waste Kudal(Sindhudurg), (Schedule Agency 18L
water Maharashtra, C&D) direct expense
management, Bhagwanpur,
renovation of Uttarakhand,
washrooms, road Madkai, Goa,
pathway for safety Chennai (Tamil
Nadu)
D. Environ- Tree plantation, ensuring Shirwal(Satara),Kh Water 30 28 28 28 28 L 24 Invoice
ment rain water environmental alapur (Raigad), Organizatio L Through /receipts
harvesting, sustainability, Maharashtra n Trust implementng
environment ecological Resources Agency 4L
awareness balance (WOTR) direct expense
Partners,
villagers,
(Schedule
C&D)

24
Annual Report and Accounts 2016-17

CSR Project Sub activity for CSR Sector in which 1) Local area Institute/ Amount Amount spent Total Cumulative Amt spent direct Audit
Activity the project is 2) State /district 3) organization outlay on projects, expenditure in expenditure or through the proof
covered project or / person (Budget) 1) Direct the up to the implementing available
programme involved Project or expenditure corresponding reporting agency
Programme 2)Overheads, area period
wise
E. CSR Salary, Travel CSR Mumbai, Dedicated 26 26 26 26 26 Invoices
Overhead management CSR /Salary
Resource, slips
Project
Mgmt
Other details of coverage and partners are given in Schedules A,B,C and D attached to this report.
3. Responsibility Statement
Through this report, G&B seeks to communicate its commitment towards CSR to the Ministry of Corporate Affairs. The Board of the Company and the CSR Committee are responsible
for the integrity and the objectivity of all the information provided in this report. In alignment with our Good & Green goals provided in our CSR Policy, all projects reported have been
selected based on careful consideration of the extent to which they create sustainable outcomes in the communities around the area of operations. We have understaken measures to
ensure these projects are implemented in an effective and efficient manner so that they are able to deliver maximum impact. In line with the Companies Act, 2013, we have also
instituted monitoring mechanisms to track the progress of projects and ensure their smooth implementation.
The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

For Godrej & Boyce Mfg Co. Ltd

J. N. Godrej V.M. Crishna


Chairman & Managing Director Chairman of the CSR Committee

25
Godrej & Boyce Mfg. Co. Ltd.

ANNEXURE II TO THE DIRECTORS' REPORT


DETAILS OF CSR EXPENDITURE INCURRED DURING THE YEAR
Schedule A: List of States and Cities

State presence 20
City presence 88

Sr. No. State No of training centres Cities/town/district


1 Andhra Pradesh 2 Hyderabad, Vishakhapattanam
2 Assam 3 Guwahati (2), Palakkad
3 Bihar 1 Joypur
4 Chattisgarh 1 Ambikapur
5 Daman and Diu 1 Daman
6 Dadra and Nagar Haveli 1 Silvasa
7 Delhi 2 Delhi
8 Goa 1 Corlim (North Goa)
9 Gujarat 4 Vaghaldhara, Narukot, Valsad, Gandhinagar
10 Jharkhand 1 Jamshedpur
11 Jammu & Kashmir 1 Jammu & Kashmir
12 Karnataka 25 Chamarajnagar, Chitradurga, Gulbarga, Kankapura,
Bangalore, Kote, Bellary, Hubli, Vitalpura,
13 Madhya Pradesh 1 Bhopal
14 Maharashtra 24 Bandra, Kurla, Borivali, Nirmal -Vasai, Mumbra, Tokawade,
Ambernath, Shahapur, Wadavali, Vavoshi, Utroli,
Chinchwad, Karjat, Walwanda, Sakwar, Nagpur, Thane,
Dahanu, Malegaon, Bhayander, Pune
15 Odisha 5 Bhubaneshwar (Jatani), Cuttack, Paralakhemundi, Balangir,
Raygada
16 Punjab 3 Ludhian, Lalru, Mohali
17 Tamil Nadu 2 Egmore, Padappai
18 Tripura 1 Agartala
19 Uttar Pradesh 2 Najafgarh, Lucknow
20 West Bengal 7 Liluah, Vitalpura, Siliguri, Kolkata, Bherampore, Contai,
Barasat, Asansol, Park Circus, Krishna nagar
Total 88

26
Annual Report and Accounts 2016-17

ANNEXURE II TO THE DIRECTORS' REPORT


DETAILS OF CSR EXPENDITURE INCURRED DURING THE YEAR
Schedule B: List of Disha Partners and Disha ITI Lists

Sr. No. Name of the Disha Partner Address HO Trades No of


locations
1 Ambuja Cement Ambuja Cement Foundation, S-17 Refrigration& Air Conditioning (RAC) 2
Near 8 Rasta Chauk, Laxmi Nagar,
Nagpur- 440 022 (0712) 2250173

2 Don BoscoYuva Kendra, Don Bosco yuva Kendra, Nangloi Welding, Fitter, Refrigration& Air Conditioning 6
Central Road, near Holy Cross School, (RAC)
Najafgarh - 110 043
3 Don Bosco Tech- Western Don Bosco Centre for Learning(DBCL), Welding, Fitting, Electricial 6
Province Premier Automobiles Road,
KurlaWest, Mumbai 400070

4 Fr. Agnel Agnel Technical Education Welding, Fitting, Electrical, RAC 11


Complex,Fr. AgnelAshram,
BandStand, Bandra West, Mumbai-
400050
5 Gram Tarang Employability HIG-5, Phase-I, BDA Duplex, Fitting, Welding, Refrigration& Air Conditioning 7
Training Services Pvt. Ltd./ Pokhariput, Bhubaneshwar- 751020 (RAC), CNC Operator, Diesel forklift, Furniture
Centurion University service, VMT

6 George Telegraph Training 31A, S. P. Mukherjee Road, Kolkata- Refrigration & Air Conditioning (RAC) 6
Institute 700 025
7 LaurusEdutech LaurusEdutech Life skills Pvt Ltd, Refrigration & Air Conditioning (RAC) 1
DP 110, 2nd phase, F19, Ambattur
Industrial Estate, Chennai -600058

8 RK Mission Sakwar, Dahanu. Electricial 1


9 Art of Living SSRDP (Sri Sri Art of Living Foundation, 21st km, Refrigration& Air Conditioning (RAC) 2
Rural Development Kanakpura Road, Udaipalia,
Program) Bangalore, Karanataka
10 Vaghaldhara Vibhag VaghaldharaVibhagKelavni Mandal, Welding, Advance welding, CNC operator,Fitter, 1
Kelavni Mandal Vocational Training Centre, Plumbing, Refrigration & Air Conditioning (RAC)
Vaghaldhara 396375,Taluka & District
Valsad,Gujarat
11 Montfort Brother of St. Gabriel Educational Refrigration& Air Conditioning (RAC), Electrician 3
Society, MontfortBhavan, Provincial
House, 116-862, Red Hills,
Hyderabad, Andhara Pradesh 500004

27
Godrej & Boyce Mfg. Co. Ltd.

Sr. No. Name of the Disha Partner Address HO Trades No of


locations
12 Myrada No.2, Service Road,Domlur layout, Welding, Basic woodworking, Masonry & 22
Bangalore- 560071 plastering, Plumbing.
13 Atul IVE C.K.Park, Prasar Row House, Par Electricial 1
River, N.H.No 8, Atul-396020,
Valsad, Gujrat,
14 Rustomjee Rustomjee Academy for Global Electricial 2
Careers Pvt. Ltd, Near ESIC
Hospital, Ambika Nagar, Wagle
Estate, Thane (W) 400 602

15 LokBharti Skilling Solutions 46, Janpath, New Delhi - 110001 Masonry & plastering, Plumbing, shuttring 2
Pvt. Ltd. carpentry
16 UttanKrishiSanshodhanS Keshavsrushti, Uttan Road, Horticulture 1
antha Bhayandar (W)
17 Indo German Institute Vishakhapattnam Refrigration & Air Conditioning 1

18 Sure tech Education Jamal Manzal, Opp. Cooperative Refrigration & Air Conditioning (RAC) 1
Arts College, Main Road,
Olavakode, Palakkad

19 Aditya Birla Skills Delhi Refrigration & Air Conditioning (RAC) 1


Foundation
20 SSRDP Sri Sri Rural Development Program Refrigration& Air Conditioning (RAC) 1
(SSRDP) -Jammu

21 Bangalore Electronic 309, 1st floor, 10th Cross, Wilson Refrigration& Air Conditioning (RAC) 1
Services Garden, Bangalore 560027
Karnataka
22 MsRamaiah Polytechnic MSRP -MSR Nagar, MSRIT Post, Refrigration& Air Conditioning (RAC) 1
Bangalore- 560054
23 Morning Star Bhopal (New) Refrigration& Air Conditioning (RAC) 1
24 Future Sharp Future retail home office,tower Refrigration& Air Conditioning (RAC) 1
C,247 park, L.B.S Marg, Vikroli
west, Mumbai 400083

25 Pratham Pratham, Mumbai Refrigration& Air Conditioning (RAC) 1


26 Fun first Fun first –Mumbai Refrigration& Air Conditioning (RAC) 1
27 National Institute of Mohali Refrigration& Air Conditioning (RAC) 1
technology
28 Univeral Institute of Lalru Refrigration& Air Conditioning (RAC) 1
Engg& technology
29 Dhaanish Ahmed Vanchuvancherry, Padappai, Refrigration& Air Conditioning (RAC) 1
College of Engg

28
Annual Report and Accounts 2016-17

Schedule C: DISHA ITI List

S.No ITI Trade City/District State Division

1 ITI Kalyan Fitter Thane Maharashtra Corporate training center


Welding Thane Maharashtra
Sheet Metal Thane Maharashtra SSD
2 ITI Borivali Welding Mumbai Maharashtra Corporate training center
3 ITI Mandvi Fitter Mumbai Maharashtra Corporate training center
Welding Mumbai Maharashtra
4 ITI Ulhasnagar Fitter Thane Maharashtra Corporate training center
Welding Thnae MH
5 ITI Nehrunagar Welding Mumbai Maharashtra Corporate training center
6 ITI Thane Welding Thane Maharashtra Corporate training center
Fitter Thane Maharashtra
Machinist Thane Maharashtra Tooling
Turner Thane Maharashtra
7 ITI Kannur RAC Kannur Kerela Godrej Appliace-RAC
8 ITI Govt. RAC Chandigarh Punjab Godrej Appliace-RAC
9 ITI Lalru RAC Lalru Punjab Godrej Appliace-RAC
10 ITI Merut RAC Meerut Uttar Pradesh Godrej Appliace-RAC
11 ITI Boys town RAC Hyderabad Telengana Godrej Appliace-RAC
12 Shrimati Techno RAC Kolkata West Bengal Godrej Appliace-RAC
13 ITI Govt. Hubli RAC Bangalore Karnataka Godrej Appliace-RAC
14 ITI RVVS, Davangeri RAC Davangere Karnataka Godrej Appliace-RAC
15 ITI Ajmera RAC Jaipur Rajasthan Godrej Appliace-RAC
16 ITI Karad RAC Pune Maharashtra Godrej Appliace-RAC
17 Govt. ITI RAC Jaipur Rajasthan Godrej Appliace-RAC
18 ITI Charbagh RAC Lucknow Uttar Pradesh Godrej Appliace-RAC
19 ITI Rajguru RAC Khed Maharashtra Godrej Appliace-RAC
20 Satara ITI Fitter Satara Maharashtra Lawkim
Tool &Die Maker Satara Maharashtra
21 ITI Lonand Fitter Satara Maharashtra Lawkim
Electricial Satara Maharashtra
22 ITI Wai Electronics Satara Maharashtra Lawkim
23 ITI Sangli Diesel Mechanic Sangli Maharashtra Material Handling
24 ITI Dharavi Diesel Mechanic Mumbai Maharashtra Material Handling
25 ITI Byculla Diesel Mechanic Mumbai Maharashtra Material Handling
Turner Mumbai Maharashtra Godrej Aerospace
Machinist Mumbai Maharashtra
Electro plater Mumbai Maharashtra
Sheet Metal Mumbai Maharashtra SSD

29
Godrej & Boyce Mfg. Co. Ltd.

S.No ITI Trade City/District State Division

26 ITI Ambernath Diesel Mechanic Thane Maharashtra Material Handling


Turner Thane Maharashtra Godrej Aerospace
Machinist Thane Maharashtra
Fitter Thane Maharashtra
Machinist Thane Maharashtra Tooling
Tool & Die Maker Thane Maharashtra
Welding Thane Maharashtra Corporate training center
Fitter Thane Maharashtra
Sheet Metal Thane Maharashtra SSD
27 ITI Vidyavihar Welding Mumbai Maharashtra Process Equipment
28 ITI Mulund Welding Mumbai Maharashtra Corporate training center
Machinist Mumbai Maharashtra Precision Engineering
29 ITI Chinchwad Fitter Pune Maharashtra Godrej PRIMA
30 ITI Ambattur Fitter Chennai Tamil Nadu Storage Solutions
31 ITI Panvel Machinist Raigad Maharashtra Tooling
32 ITI Kurla Fitter Mumbai Maharashtra Corporate training center
33 ITI Govandi Welding Mumbai Maharashtra Corporate training center
34 ITI Jawhar Welding Thane Maharashtra Corporate training center
35 ITI Jawhar Welding Thane Maharashtra Corporate training center
36 Govt Polytechnic RAC Mumbai Maharashtra GVTS
37 ITI Govt. Panipat RAC Panipat Hariyana GVTS
38 Govt. ITI, Narender Nagar
RAC Dist -Sonipat Hariyana GVTS
39 khichiripur ITI RAC Delhi Delhi GVTS
40 Kakatiya ITI RAC Hyderabad Andhra GVTS
41 UNITY ITI Lucknow RAC Lucknow Uttar Pradesh GVTS
42 ITI-Rewari (women) RAC Rewari -Patudi Rd Hariyana GVTS

43 Mangalore ITI RAC Mangalore karnataka GVTS


44 Udipi ITI RAC Udipi Karnataka GVTS
45 Aloysius ITI RAC Mangalore karnataka GVTS
46 Trinity ITI RAC Karnataka karnataka GVTS
47 Kubernagar ITI RAC Ahmedabad Gujrat GVTS
48 Maninagar ITI RAC Ahmedabad Gujrat GVTS
49 BHUSHAN ITI RAC Jaipur Rajsthan GVTS
50 Kalka ITI RAC Chandigarh Punjab GVTS
51 ITI Kharkhoda -MatinduRAC
Road Dist -Sonipat Hariyana GVTS

30
Annual Report and Accounts 2016-17

Schedule D: List of partners for Community Development

Sr.
No. Partners Address of Head office Partnership Pillars Area of intervention
1 WOTR "Paryavaran" Behind Market Knowledge & project Health & Waste water
Yard, Sarasnagar Rd, Implementation Sanitation Management
Ahmednagar, MH 414001
2 Greenway 805, 2, LodhaSupremus, Project Health & Smokeless Chulha
Grameen Pvt. Ltd. SenapatiBapat Marg, Railway Implementation Sanitation
Colony, Lower Parel, Mumbai,
Maharashtra 400013
3 Bharti Vidyapeeth LBS Road, 13 Sadashiv Peth, Next Knowledge partner Environment Environment
University to Alka Talkies, Pune, Awareness
Maharashtra 411030
4 Agnel Institute of Agnel Technical Education Project Livelihood Welding,Fitting,
technical training Complex,Fr. Implementation Electrical
& AgnelAshram,BandStand,Bandra
entrepreneurship West,Mumbai-400050
5 Urmee (Urban 15-A, Bhale Estate, Behind Project Education Promoting
Rural Pratham Motors, Mumbai-Pune Implementation Education
Management Road, Wakdewadi, Pune-411003
Empowerment &
Establishment)
6 Idea Foundation IDEA, Flat No 10, Fountain Head Project Education Promoting
Apartment, Opp. Karishma Implementation Education
Society, Kothrud, Pune 411038,
Ph. No. 09890119732

7 Idobro 121, East West Industrial Estate, Project Surveys Surveys


Andheri-Kurla Road, Safed Pool, Implementation
Mumbai – 72
8 Karve Institute of No 18, Hill Side, Karve Nagar, Knowledge & project Surveys Surveys
Social Studies Behind Vana Devi Temple, Pune, Implementation
9 Navneet Navneet Education Limited Project Education e-learning
NavneetBhavan, Bhavani Shankar Implementation
Road, Dadar (W).Mumbai -28.
India.
10 NABARD No. 54, Wellesly Road, Shivaji Financial Support Consultant Watershed
Nagar, Pune, Maharashtra partner
411005
11 Sevamob B-5, TEZ KUMAR PLAZA, Project Health & Preventive health
TrilokNath Road, HAZRATGANJ, Implementation Sanitation
Lucknow PIN -226001

12 Ethica Strategy Ethica Strategy India Private Project Surveys Surveys,


Limited, D-626, 3rd Floor, Implementation Communication,
Chittaranjan Park, New Delhi, Strategy
110019 India
13 Fuel Office No 62, Amrut Ganga Project Education Career counselling
Complex, Sinhgad Road, Pune Implementation and scholarship
411051 with Reg. No: E4913

14 Award SanketComplex , 1st Floor , Near Project Livelihood Agricultural


Gite Building , Pantacha Got , Implementation schemes
Satara – 415001, (Maharashtra) awareness,
Contact Ph.No. 02162 -233526 organic farming

31
Godrej & Boyce Mfg. Co. Ltd.

Sr.
No. Partners Address of Head office Partnership Pillars Area of intervention
15 UNDP UNDP India, Office in Mantralaya Financial Support Livelihood Skill development,
Mumbai partner Tourism
Development,
women
empowerment,
agriculture
projects
16 Vasundhara Vasundhara Science Center, At Knowledge partner Education Science education
Post –Nerurpar, Tal.-Kudal, Dist.
Sindhudurg, Maharashtra.

17 Ankidyne #46, 1st Main Road, New Colony, Project Education Science education
Chromepet, Chennai- 600 044. Implementation

18 ICRISAT International Crops Research Knowledge partner Livelihood Intigrated


Institute for the Semi-Arid Agricultural
Tropics, Address: Patancheru, management
Hyderabad, Telangana - 502324,
India
19 Stem learning C/ GandharvDharshan,, 103, Project Education Science education
Shankar Rao Naram Path, Implementation
Mumbai, Maharashtra 400013
20 TARA B-32, TARA Crescent Qutub Project Skills Livelihood
Institutional Area New Delhi Implementation Development
110016. &
Entrepreneur
ship

32
Annual Report and Accounts 2016-17

ANNEXURE III TO THE DIRECTORS' REPORT

SECRETARIAL AUDIT REPORT (Form No MR – 3)


For The Financial Year Ended On 31st March, 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Godrej and Boyce Manufacturing Company Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Godrej & Boyce Manufacturing Company Limited (hereinafter called the Company). Secretarial Audit
was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of Godrej & Boyce Manufacturing Company Limited’s books, papers, minute books, forms and
returns filed and other records maintained by the Company and also the information provided by the Company, its officers,
agents and authorized representatives during the conduct of secretarial audit. We hereby report that in our opinion, the
Company has, during the audit period covering the financial year ended on 31st March, 2017 complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to
the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company
for the financial year ended on 31st March, 2017 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;
(ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iii) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of
Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’): -the Company is an unlisted public company and hence compliance limited to the
extent applicable in respect of the Company’s holdings in listed public companies;
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client;
(v) The following laws are specifically applicable to the Company as per the representation given by the Company:-
1. Arms Act, 1959 and Indian Arms Rules 1962.
2. Atomic Energy Act, 1962 and Atomic Energy (Safe Disposal of Radioactive Wastes) Rules, 1987.
3. Atomic Energy Act, 1962 and Atomic Energy (Radiation Protection) Rules, 2004.
4. Energy Conservation Act, 2001 and Bureau of Energy Efficiency (Manner and Intervals of Time for Conduct
of Energy Audit) Regulations, 2010.
5. Energy Conservation Act, 2001 read with Energy Consumption Standard for star labelled room A/Cs of the
vapour compression type which are of window A/C and 1:1 high wall split A/C.
6. Energy Conservation Act, 2001 read with Bureau of Energy Efficiency (Particulars and Manner of their
Display on Labels of Household Frost Free Refrigerators) Regulations, 2009.
7. Energy Conservation Act, 2001 read with Bureau of Energy Efficiency (Particulars and Manner of their
Display on Labels of Room Air Conditioners) Regulations, 2009.
8. Energy Conservation Act, 2001 read with Energy Consumption Standard for star labelled household frost
free refrigerator and Notification issued by BEE dated 16 December 2015.
9. Explosives Act, 1884 and Gas Cylinder Rules, 2004.

33
Godrej & Boyce Mfg. Co. Ltd.

10. Explosives Act, 1884 and Static and Mobile Pressure Vessels (Unfired) Rules, 1981.
11. Forest (Conservation) Act 1980 and Forest (Conservation) Rule 2003.
12. Jammu and Kashmir Industrial Establishments (National and Festival) Holidays Act, 1974 and Jammu and
Kashmir Industrial Establishments (National and Festival) Holidays Rules.
13. Petroleum Act, 1934 read with Petroleum Rules 2002.
14. Environment (Protection) Act, 1986 and Bio-Medical Waste (Management and Handling) Rules, 1998.
15. Maharashtra Acquisition of Private Forests Act, 1975.
16. Maharashtra Felling of Trees (Regulation) Act, 1984.
17. Building & Other Construction Workers’ Welfare Cess Act, 1996 Child Labour (Prohibition & Regulation)
Act,1986
18. Building & Other Construction Workers’ (Regulation of Employment & Conditions of Service) Act, 1996.
19. Industrial Employment (Standing Orders) Act, 1946
20. Inter-State Migrant Workmen Regulation of Employment and Conditions of Service Act, 1979.
21. Manufacture, Storage and Import of Hazardous Chemical Rules, 1989.
22. Bio-Medical Waste (Management and Handling) Rules, 1998 / 2003.
23. The Gujarat SEZ Act, 2004 – Dahej.

We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 / Listing Agreements entered into by the
Company with BSE Limited&The National Stock Exchange of India Limited: - NOT APPLICABLE.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the composition of Board of Directors that took place during the
period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent as
per the provisions of the Secretarial Standard on meeting of Board of Directors (SS1) and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
All the decisions were carried through with requisite majority and are recorded with dissents (wherever required) as a part
of minutes.

The Statutory auditors, in their audit report, have mentioned about the fraud pertaining to Systems Integration & Turnkey
Automation Projects in collusion with third parties resulting in losses to the Company amounting to Rs. 19 Crores for which
management has taken appropriate remedial measures. The Statutory auditors have mentioned by ‘emphasis of matter’ in
respect of non current investment in Subsidiaries, Associates and Joint Ventures as well as certain accounting treatments
applied in the books of accounts as a result of amalgamation of Cartini India Limited with the Company.

We further report that there are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period, the Company has:
i. approved composite scheme of Arrangement and Amalgamation amongst Geometric Ltd. and 3D
PLM Software Solutions Limited and HCL Technologies Limited by circular resolution.
ii. approved Scheme of Amalgamation of its wholly owned subsidiaries i.e. Busbar Systems (India)
Limited and Mercury Manufacturing Company Limited with the Company and its respective shareholders.
iii. approved Scheme of Amalgamation of Godrej Investments Private Limited with the company and its
respective shareholders.
iv. allotted shares to the shareholders of Cartini India Limited upon its amalgamation with the company.
v. altered its Object Clause.
vi. approved admission of its securities in Demat form.
vii. issued advertisement for acceptance of Deposits from the public.
viii. transferred 9,35,00,000 equity shares of face value of Re. 1/- each in Godrej Consumer Products Limited
to Godrej Seeds and Genetics Limited without consideration, which was proposed in the Board Meeting held

34
Annual Report and Accounts 2016-17

on March 21, 2017 and approved by shareholders in Extra Ordinary General Meeting held on March 22, 2017.
ix. transferred 19,39,04,681 equity shares of face value of Re. 1/- each in Godrej Industries Limited to Vora
Soaps Limited without consideration, which was proposed in the Board meeting held on March 21, 2017
and approved by shareholders in Extra Ordinary General Meeting held on March 22, 2017.
x. approved,
1. issuance of corporate guarantee of USD 2.5 Million in favour of Citibank N.A., New York in respect of
extension of loan facilities to Urban Electric Power Inc., USA.
2. issuance of corporate guarantee of USD 1.8 Million in favour of Citibank N.A., New York in respect of
extension of loan facilities to Sheetak Inc., USA.
3. extension of corporate guarantee of USD 1 Million in favour of Citibank N.A., New York in respect of loan
facilities to Sheetak Inc., USA.
4. issuance of corporate guarantee of USD 3 Million in favour of Citibank N.A., New York in respect of
extension of loan facilities to Urban Electric Power Inc., USA.
5. extension of corporate guarantee of USD 1 Million in favour of Citibank N.A., New York in respect of loan
facilities to Sheetak Inc., USA.

For A. N. Ramani & Co.,


Company Secretaries
Unique code - P2003MH000900
Place:- Thane
Date:- 6th November, 2017
Bhavana Shewakramani
Partner
FCS – 8636, COP –9577
Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of
this report.

‘Annexure A’
To,
The Members
Godrej and Boyce Manufacturing Company Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Statutory and other secretarial records is the responsibility of the management of the Company. Our
responsibility is to express an opinion on the secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurances about the
correctness of the contents of the records. The verification was done on test basis to ensure that correct facts are reflected
in records. We believe that the processes & practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness, adequacy and appropriateness of financial records and books of Accounts of the
Company. We have relied on the report of the Statutory Auditors in respect of the same and the other matters dealt with in
their report as per the guidance of the Institute of Company Secretaries of India.

4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations
and happening of events, etc.
5. The Company was following system of obtaining reports from various departments to ensure compliance with applicable
laws and now is in the process of implementing electronic system for compliance management to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of the management. Our examination was limited to the verification of procedures on test basis.

7. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

For A. N. Ramani & Co.,


Company Secretaries
Unique Identification code - P2003MH000900
Place:- Thane
Date:- 6th November, 2017
Bhavana Shewakramani
Partner
FCS – 8636, COP - 9577

35
Godrej & Boyce Manufacturing Company Limited

LIST OF ENCLOSURES TO THE


ANNUAL REPORT AND ACCOUNTS
Year ended 31st March, 2017

Enclosure 1: Consolidated Financial Statements for the year ended 31st March, 2017
(Paragraph 1 of the Directors' Report)

Enclosure 2: Extract of Annual Return


(Paragraph 4 of the Directors' Report)

Enclosure 3: Form No. AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013
(Paragraph 10 of the Directors' Report)

Enclosure 5: Form No. MGT - 11 ( PROXY FORM)

36
Godrej & Boyce Manufacturing Company Limited

ANNUAL REPORT AND ACCOUNTS


Year ended 31st March, 2017

ENCLOSURE 2

EXTRACT OF ANNUAL RETURN


Referred to in paragraph 4 of the
Directors' Report

37
ENCLOSURE 2
GODREJ AND BOYCE MFG. CO.LTD
EXTRACT OF ANNUAL RETURN IN FORM MGT-9
REQUIRED TO BE ATTACHED WITH THE DIRECTORS' REPORT AS ON THE FINANCIAL YEAR ENDED
31.03.2017
[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration )
Rules, 2014]

I. REGISTRATION & OTHER DETAILS:

i CIN U28993MH1932PLC001828
ii Registration Date 03-03-1932
iii Name of the Company GODREJ AND BOYCE MANUFACTURING COMPANY LIMITED
iv Category/Sub-category of the Company Company Limited by Shares/ Indian Non- Government Company
v Address of the Registered office and contact PIROJSHANAGAR, VIKHROLI, MUMBAI. Tel: 022 67961700/1800
details
vi Whether listed company (Yes/No) No
vii Name , Address & Contact details of NA
Registrar & Transfer Agent, if any.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


All the business activities contributing 10% or more of the total turnover of the company shall be stated

Sl. No. Name and Description of main NIC Code of the % to total turnover
products/services Product /service of the company
1 Domestic electric appliances such as 27501, 28192 33.87%
refrigerators, washing machines and
airconditioners
2 Furniture 31003 21.64%
3 Reinforced safes, vaults, strongroom doors 25996 8.21%
and other security equipment.

4 Locks 25934 6.46%

5 Electricals & Electronics 422, 432 5.90%

TOTAL 76.08%

III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl. No. Name and Address of the Company CIN/GLN HOLDING/ % OF APPLICABLE
SUBSIDIARY/ SHARES HELD SECTION
ASSOCIATE
1 Godrej Infotech Ltd., U32100MH1997PLC106135 Subsidiary 52.06% 2(87)
Pirojshanagar, Vikhroli, Mumbai 400079
2 India Circus Retail Pvt. Ltd. U52600MH2011PTC223988 Subsidiary 51.95% 2(87)
Godrej Plant 13 Annex, 2nd Floor,
Pirojshanagar, Vikhroli - East, Mumbai-
400079

3 Godrej (Singapore) Pte. Ltd. NA Subsidiary 100% 2(87)


11 Lok Yang Way, Jurong,
Singapore 628632
4 Veromatic International BV NA Subsidiary 100% 2(87)
Donker Duyvisweg 56;
3316 BM Dordrecht,
The Netherlands
5 Godrej Americas Inc. NA Subsidiary 100% 2(87)
808 Harris Ave
Austin, Texas 78705
6 Sheetak Inc. NA Subsidiary 52.77% 2(87)
808 Harris Ave
Austin, Texas 78705
7 Godrej Consoveyo Logistics Automation U28990MH1996PLC104088 Associate 49% 2(6)
Limited
A Wing, 701, Reliable Tech Park, off.
Thane, Belapur Road, Airoli, Navi Mumbai
Thane- 400708
8 Godrej & Khimji (Middle East) LLC NA Associate Nil 2(6)
(incorporated in Oman)
P.O Box: 45, Road 2A, Sohar Industrial
Estate, Sohar, Sultanate of Oman, Postal
Code- 327
9 Urban Electric Power Inc. NA Associate 22.78% 2(6)
USA
10 Godrej Infotech Americas Inc. NA Subsidiary of Godrej Infotech Limited Nil 2(87)
1019, Classic Road, Apex, NC 27539
11 Godrej Infotech (Singapore) Pte. Ltd. 11, NA Subsidiary of Godrej Infotech Limited Nil 2(87)
Lok Yank Way, Singapore – 628632
12 LVD Godrej Infotech NV- NA Subsidiary of Godrej Infotech Limited Nil 2(87)
Hondschotestraat, 8560, Gullegem
13 JT Dragon Pte. Ltd. (Incorporated in NA Subsidiary of Godrej (Singapore) Pte. Nil 2(87)
Singapore) 11, Ltd.
Lok Yang, Jurong, Singapore 628632
14 Godrej (Vietnam) Co. Ltd. (Incorporated in NA Subsidiary of J.T. Dragon Pte. Ltd. Nil 2(87)
Vietnam)
10 Tu Do Avenue, Vietnam Singapore
Industrial Park, Thuan An District, Binh
Duong Province, Vietnam

15 Godrej UEP (Singapore) Pte. Ltd. NA Assoicate of Godrej Singapore Pte. Ltd. Nil 2(6)
11, Lok Yang, Singapore 628632

38
IV. SHAREHOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)

(i) CATEGORY-WISE SHARE HOLDING

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
during the year

Demat Physical Total % of Total Demat Physical Total % of Total


Shares Shares

A. Promoters

(1) Indian
a) Individual/HUF 0 3,27,967 3,27,967 49.47 3,25,322 1,506 3,26,828 48.17 -1.30
b) Central Govt. 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 0 1,77,432 1,77,432 26.77 0 1,77,432 1,77,432 26.15 -0.61
e) Banks/FI 0 0 0 0 0 0 0 0 0
f) Any other… 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
Sub-total(A)(1): 0 5,05,399 5,05,399 76.24 3,25,322 1,78,938 5,04,260 74.33 -1.91

(2) Foreign
a) NRI - Individuals 0 0 0 0 16,677 0 16,677 2.46 2.46
b) Other - Individuals 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0
d) Banks/FI 0 0 0 0 0 0 0 0
e) Any other… 0 0 0 0 0 0 0 0

Sub-total(A)(2): 0 0 0 0 16,677 0 16,677 2.46 2.46

Total Shareholding of
Promoter
(A)= (A)(1)+(A)(2) 0 5,05,399 5,05,399 76.24 3,41,999 1,78,938 5,20,937 76.78 0.54

B. PUBLIC SHAREHOLDING

(1) Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks/FI 0 0 0 0 0 0 0 0 0
C) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 0 0 0 0 0
h) Foreign Venture
Capital Funds 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total(B)(1): 0 0 0 0 0 0 0 0 0

(2) Non - Institutions


a) Bodies Corp. 0 0 0 0 0 0 0 0 0
i) Indian 0 11 11 0 0 11 11 0 0
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals 0 0 0 0 0 0 0 0 0
i) Individual shareholders
holding nominal share capital
upto Rs.1 lakh 0 0 0 0 0 0 0 0 0

ii) Individual shareholders


holding nominal share capital in
excess of Rs. 1 lakh 0 1,57,500 1,57,500 23.76 0 1,57,500 1,57,500 23.21 -0.55
c) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total(B)(2): 0 1,57,511 1,57,511 23.76 0 1,57,511 1,57,511 23.22 -0.54

Total Public Shareholding


(B)= (B)(1)+(B)(2) 0 1,57,511 1,57,511 23.76 0 1,57,511 1,57,511 23.22 -0.54

C. Shares held by Custodian


for
GDRs & ADRs 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 0 6,62,910 6,62,910 100.00 3,41,999 3,36,449 6,78,448 100.00 0

39
(ii) SHARE HOLDING OF PROMOTERS (EQUITY SHARES)
Sl. No. Shareholder's Name Shareholding at the Shareholding at the
begginning of the year end of the year
No. of Shares % of total Shares % of shares No. of Shares % of total % of shares % change in
of the company pledged/ shares pledged/ share holding
encumbered to total of the company encumbered to during the year
shares total shares

1 Mrs. Tanya A. Dubash jointly held with 9,609 1.45% 0 9,609 1.42% 0 -0.03%
Mr. Adi B. Godrej
2 Mrs. Tanya A. Dubash 7 0.00% 0 1043 0.15% 0 0.15%
3 Ms. Nisaba A. Godrej jointly held with 9609 1.45% 0 9609 1.42% 0 -0.03%
Mr. Adi B. Godrej
4 Ms. Nisaba A. Godrej 7 0.00% 0 1043 0.15% 0 0.15%
5 Mr. Pirojsha A. Godrej jointly held with 9,616 1.45% 0 9,616 1.42% 0 -0.03%
Mr. Adi B. Godrej
6 Mr. Pirojsha A. Godrej 0 0.00% 0 1,037 0.15% 0 0.15%
7 Mr. Adi B. Godrej 32,240 4.86% 0 36,746 5.42% 0 0.55%
8 Mrs. Parmeshwar A. Godrej jointly held 4,506 0.68% 0 0 0.00% 0 -0.68%
with Mr. Adi B. Godrej
9 Mr. Nadir B. Godrej jointly held with 53 0.01% 0 53 0.01% 0 0.00%
Ms. Rati N. Godrej
10 Mr. Nadir B. Godrej 65,540 9.89% 0 67,140 9.90% 0 0.01%
11 Ms. Nyrika Holkar jointly held with Mrs. 15,114 2.28% 0 16,668 2.46% 0 0.18%
Smita G. Crishna
12 Ms. Freyan C. Bieri jointly held with 15,113 2.28% 0 16,667 2.46% 0 0.18%
Mrs. Smita G. Crishna
13 Ms. Freyan C. Bieri jointly held with 10 0.00% 0 10 0.00% 0 0.00%
Mrs. Smita G. Crishna/Mr. Vijay Crishna

14 Vijay Crishna jointly held with Mrs. 13 0.00% 0 13 0.00% 0 0.00%


Smita G. Crishna
15 Ms. Nyrika Holkar jointly held with Mrs. 10 0.00% 0 10 0.00% 0 0.00%
Smita G. Crishna/Mr. Vijay Crishna

16 Mrs. Smita G. Crishna jointly held with 20 0.00% 0 20 0.00% 0 0.00%


Mr. Vijay Crishna
17 Mrs. Smita G. Crishna 35,313 5.33% 0 35,313 5.20% 0 -0.12%
18 Mr. Jamshyd N. Godrej, Mrs. Pheroza J. 16,411 2.48% 0 17,975 2.65% 0 0.17%
Godrej and Mr. Navroze J. Godrej
(Trustees of The Raika Godrej Family
Trust)
19 Mr. Jamshyd N. Godrej, Mrs. Pheroza J. 10 0.00% 0 0 0.00% 0 0.00%
Godrej and Mr. Navroze J. Godrej
(Trustees of The Raika Godrej Family
Trust)
20 Mrs. Pheroza J. Godrej jointly held with 33 0.00% 0 33 0.00% 0 0.00%
Mr. Jamshyd N. Godrej
21 Mr. Navroze J. Godrej jointly held with 16,412 2.48% 0 16,412 2.42% 0 -0.06%
Mr. Jamshyd N. Godrej
22 Mr. Navroze J. Godrej jointly held with 10 0.00% 0 10 0.00% 0 0.00%
Mrs. Pheroza J. Godrej/ Mr. Jamshyd N.
Godrej
23 Mr. Navroze J. Godrej jointly held with 0 0.00% 0 1,556 0.23% 0 0.23%
Mrs. Pheroza J. Godrej
24 Mr. Jamshyd N. Godrej 32,717 4.94% 0 32,717 4.82% 0 -0.11%
25 Mr. Rishad K. Naoroji jointly held with 5,889 0.89% 0 0 0.00% 0 -0.89%
Mr. Nadir B. Godrej
26 Mr. Rishad K. Naoroji jointly held with 2,360 0.36% 0 0 0.00% 0 -0.36%
Mr. Jamshyd N. Godrej
27 Mr. Rishad K. Naoroji jointly held with 6,636 1.00% 0 0 0.00% 0 -1.00%
Mr. Nadir B. Godrej
28 Mr. Rishad K. Naoroji jointly held with 14,025 2.12% 0 0 0.00% 0 -2.12%
Mr. Jamshyd N. Godrej
29 Mr. Rishad K. Naoroji jointly held with 54 0.01% 0 0 0.00% 0 -0.01%
Mr. Jamshyd N. Godrej and Mr. Adi B.
Godrej
30 Mr. Rishad K. Naoroji jointly held with 3,860 0.58% 0 0 0.00% 0 -0.58%
Mr. Nadir B. Godrej
31 Mr. Rishad K. Naoroji jointly held with 16,385 2.47% 0 0 0.00% 0 -2.47%
Mrs. Smita G. Crishna
32 Mr. Rishad K. Naoroji jointly held with 16,385 2.47% 0 0 0.00% 0 -2.47%
Mr. Adi B. Godrej
33 Mr. Rishad K. Naroji jointly held with 0 0.00% 0 0 0.00% 0 0.00%
Mrs. Pheroza Jamshyd Godrej
34 Mr. Rishad K. Naoroji 0 0.00% 0 0 0.00% 0 0.00%
35 Mr. Rishad K. Naoroji, Mr. Nadir B. 0 0.00% 0 68,699 10.13% 0 10.13%
Godrej and Ms. Nyrika Holkar, Partners,
M/s. RKN Enterprises
36 Godrej Investments Private Limited 1,77,432 26.77% 0 1,77,432 26.15% 0 -0.61%
37 Mr. Sohrab N. Godrej jointly held with 0 0.00% 0 47 0.01% 0 0.01%
Rati N. Godrej
38 Mr. Burjis N. Godrej jointly held with 0 0.00% 0 1,459 0.22% 0 0.22%
Rati N. Godrej
40
(iii) CHANGE IN PROMOTERS' SHAREHOLDING

Sl. No. Name Shareholding Date Increase (+)/ Reason Cumulative Shareholding during the year/
Decrease (-) end of the period
in Shareholding
No. of Shares at the % of total shares of No. of shares % of total shares of
beginning of the year the company the company

1 Ms. T.A. Dubash 7 0.00% 01 April 2016 0.00%


26 August 2016 1,036 Issue and Alltoment of Shares on the 1,043 0.15%
Amalgamation of Cartini India Limited with the
Company vide Order of the Hon'ble High Court
of Judicature at Bombay dated 20th June, 2016

2 Ms. Nisaba A. Godrej 7 0.00% 01 April 2016 0.00%


26 August 2016 1,036 Issue and Alltoment of Shares on the 1,043 0.15%
Amalgamation of Cartini India Limited with the
Company vide Order of the Hon'ble High Court
of Judicature at Bombay dated 20th June, 2016

3 Mr. Pirojsha A. Godrej 0 0.00% 01 April 2016 0.00%


26 August 2016 1,037 Issue and Alltoment of Shares on the 1,037 0.15%
Amalgamation of Cartini India Limited with the
Company vide Order of the Hon'ble High Court
of Judicature at Bombay dated 20th June, 2016

4 Mr. Adi B. Godrej 32,240 4.86% 01 April 2016 4.86%


10 October 2016 4,506 Transmission of Shares to Mr. Adi B. Godrej on 36,746 5.42%
the death of Mrs. Parmeshwar Godrej

5 Mrs. Parmeshwar A. Godrej 4,506 0.68% 01 April 2016 0.68%


jointly held with Mr. Adi B. 10 October 2016 -4,506 Transmission of Shares to Mr. Adi B. Godrej on 0 0.00%
Godrej the death of Mrs. Parmeshwar Godrej

6 Mr. Nadir B. Godrej 65,540 9.89% 01 April 2016 9.89%


26 August 2016 1,600 Issue and Alltoment of Shares on the 67,140 9.90%
Amalgamation of Cartini India Limited with the
Company vide Order of the Hon'ble High Court
of Judicature at Bombay dated 20th June, 2016

7 Ms. Nyrika Holkar jointly held 15,114 2.28% 01 April 2016 2.28%
with Mrs. Smita G. Crishna 26 August 2016 1,554 Issue and Alltoment of Shares on the 16,668 2.46%
Amalgamation of Cartini India Limited with the
Company vide Order of the Hon'ble High Court
of Judicature at Bombay dated 20th June, 2016

8 Ms. Freyan C. Bieri jointly held 15,113 2.28% 01 April 2016 2.28%
with Mrs. Smita G. Crishna 26 August 2016 1,554 Issue and Alltoment of Shares on the 16,667 2.46%
Amalgamation of Cartini India Limited with the
Company vide Order of the Hon'ble High Court
of Judicature at Bombay dated 20th June, 2016

9 Mr. Jamshyd N. Godrej, Mrs. 16,421 2.48% 01 April 2016 2.48%


Pheroza J. Godrej and Mr. 26 August 2016 1,554 Issue and Alltoment of Shares on the 17,975 2.65%
Navroze J. Godrej (Trustees of Amalgamation of Cartini India Limited with the
The Raika Godrej Family Trust) Company vide Order of the Hon'ble High Court
of Judicature at Bombay dated 20th June, 2016

41
10 Mr. Navroze J. Godrej jointly 0 0.00% 31 March 2016 0.00%
held with Mrs. Pheroza J. Godrej 26 August 2016 1,556 Issue and Alltoment of Shares on the 1,556 0.23%
Amalgamation of Cartini India Limited with the
Company vide Order of the Hon'ble High Court
of Judicature at Bombay dated 20th June, 2016

11 Mr. Rishad K. Naoroji jointly 5,889 0.89% 01 April 2016 0.89%


held with Mr. Nadir B. Godrej 20 December 2016 -5,889 Inter-se Transfer 0 0.00%

12 Mr. Rishad K. Naoroji jointly 2,360 0.36% 01 April 2016 0.36%


held with Mr. Jamshyd N. Godrej 20 December 2016 -2,360 Inter-se Transfer 0 0.00%

13 Mr. Rishad K. Naoroji jointly 6,636 1.00% 01 April 2016 1.00%


held with Mr. Nadir B. Godrej 20 December 2016 -6,636 Inter-se Transfer 0 0.00%

14 Mr. Rishad K. Naoroji jointly 14,025 2.12% 01 April 2016 2.12%


held with Mr. Jamshyd N. Godrej 20 December 2016 -14,025 Inter-se Transfer 0 0.00%

15 Mr. Rishad K. Naoroji jointly 54 0.01% 01 April 2016 0.01%


held with Mr. Jamshyd N. Godrej 20 December 2016 -54 Inter-se Transfer 0 0.00%
and Mr. Adi B. Godrej

16 Mr. Rishad K. Naoroji jointly 3,860 0.58% 01 April 2016 0.58%


held with Mr. Nadir B. Godrej 20 December 2016 -3,860 Inter-se Transfer 0 0.00%

17 Mr. Rishad K. Naoroji jointly 16,385 2.47% 01 April 2016 2.47%


held with Mrs. Smita G. Crishna 20 December 2016 -16,385 Inter-se Transfer 0 0.00%

18 Mr. Rishad K. Naoroji jointly 16,385 2.47% 01 April 2016 2.47%


held with Mr. Adi B. Godrej 20 December 2016 -16,385 Inter-se Transfer 0 0.00%

19 Mr. Rishad K. Naroji jointly held 0 0.00% 01 April 2016 0.00%


with Mrs. Pheroza Jamshyd 26 August 2016 1,694 Issue and Alltoment of Shares on the 1,694 0.25%
Godrej Amalgamation of Cartini India Limited with the
Company vide Order of the Hon'ble High Court
of Judicature at Bombay dated 20th June, 2016

20 December 2016 -1,694 Inter-se Transfer 0 0.00%


20 Mr. Rishad K. Naroji 0 0.00% 01 April 2016 0.00%
26 August 2016 1,411 Issue and Alltoment of Shares on the 1,411 0.21%
Amalgamation of Cartini India Limited with the
Company vide Order of the Hon'ble High Court
of Judicature at Bombay dated 20th June, 2016

20 December 2016 -1,411 Inter-se Transfer 0 0.00%


21 Mr. Rishad K. Naoroji, Mr. 0 0.00% 01 April 2016 0.00%
Nadir B. Godrej and Ms. Nyrika 20 December 2016 68,699 Inter-se Transfer 68,699 10.13%
Holkar, Partners, M/s. RKN
Enterprises
22 Mr. Sohrab N. Godrej jointly 0 0.00% 01 April 2016 0.00%
held with Rati N. Godrej 26 August 2016 47 Issue and Alltoment of Shares on the 47 0.01%
Amalgamation of Cartini India Limited with the
Company vide Order of the Hon'ble High Court
of Judicature at Bombay dated 20th June, 2016

23 Mr. Burjis N. Godrej jointly held 0 0.00% 01 April 2016 0.00%


with Rati N. Godrej 26 August 2016 1,459 Issue and Alltoment of Shares on the 1,459 0.22%
Amalgamation of Cartini India Limited with the
Company vide Order of the Hon'ble High Court
of Judicature at Bombay dated 20th June, 2016

42
(iv) Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters and Holders of GDRs & ADRs):

Sl. No. Shareholding at the beginning of Cumulative Shareholding during the year
the year

For Each of the Top 10 No.of shares % of total No of shares % of total shares of
Shareholders shares of the the company
company

1 At the beginning of the year 1,57,500 23.76% 1,57,500 23.21%


Date wise increase/decrease in - - - -
Share holding during the year
specifying the reasons for
increase/decrease (e.g.
allotment/transfer/bonus/sweat
equity etc)
At the end of the year (or on the 1,57,500 23.21% 1,57,500 23.21%
date of separation, if separated
during the year)

(v) Shareholding of Directors and Key Managerial Personnel:


Sl. No. Name of Director and KMP and Shareholding Date Increase (+)/ Reason Cumulative Shareholding during
their designation Decrease (-) the year/ end of the period
in Shareholding

No. of Shares at % of total No. of shares % of total


the beginning of shares of the shares of the
the year company company

1 Mr. Jamshyd N. Godrej * 49,138 7.41% 01 April 2016 7.41%


Chairman & Managing Director 26 August 2016 1,554 Issue and Alltoment of Shares to J.N. 50,692 7.47%
Godrej & Others, As trustees of the
Raika Godrej Family Trust on the
Amalgamation of Cartini India Limited
with the Company vide Order of the
Hon'ble High Court of Judicature at
Bombay dated 20th June, 2016

2 Mr. Adi B. Godrej 32,240 4.86% 01 April 2016 4.86%


Non-Executive Director 10 October 2016 4,506 Transmission of Shares to Mr. Adi B. 36,746 5.42%
Godrej on the death of Mrs.
Parmeshwar Godrej
3 Mr. Nadir B. Godrej 65,593 9.89% 01 April 2016 9.89%
Non-Executive Director 26 August 2016 1,600 Issue and Alltoment of Shares on the 67,193 9.90%
Amalgamation of Cartini India Limited
with the Company vide Order of the
Hon'ble High Court of Judicature at
Bombay dated 20th June, 2016

4 Mr. Vijay M. Crishna 13 0.00% 01 April 2016 0.00%


Executive Director 31 March 2017 13 0.00%
5 Mr. Navroze J. Godrej** 16,422 2.48% 01 April 2016 2.48%
Executive Director 26 August 2016 1,556 Issue and Alltoment of Shares on the 17,978 2.65%
Amalgamation of Cartini India Limited
with the Company vide Order of the
Hon'ble High Court of Judicature at
Bombay dated 20th June, 2016

6 Mr. Phiroze D. Lam 0 0.00% 01 April 2016 0.00%


Executive Director 31 March 2017 0 0.00%
7 Mr. Kyamas A. Palia 0 0.00% 01 April 2016 0.00%
Executive Director 31 March 2017 0 0.00%
8 Mr. Anil G. Verma 0 0.00% 01 April 2016 0.00%
Executive Director & President 31 March 2017 0 0.00%

9 Mr. Kavas N. Petigara 0 0.00% 01 April 2016 0.00%


Independent Director 31 March 2017 0 0.00%
10 Mr. Pradip P. Shah 0 0.00% 01 April 2016 0.00%
Independent Director 31 March 2017 0 0.00%
11 Ms. Anita Ramachandran 0 0.00% 01 April 2016 0.00%
Independent Director 31 March 2017 0 0.00%
12 Mr. Keki M. Elavia 0 0.00% 01 April 2016 0.00%
Independent Director 31 March 2017 0 0.00%
13 Mr. P.E. Fouzdar 0 0.00% 01 April 2016 0.00%
Executive Vice President 31 March 2017 0 0.00%
(Corporate Affairs) & Company
Secretary
14 Mr. P.K. Gandhi 0 0.00% 01 April 2016 0.00%
Chief Financial Officer 31 March 2017 0 0.00%

* Out of which 17975 shares are held as a trustee of The Raika Godrej Family Trust for the beneficial interest of Ms. Raika J. Godrej
** Resigned as a Director of the Company with effect from 1st October, 2016

43
V INDEBTEDNESS
Rs. In Crores
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness

Indebtness at the beginning of the financial year


i) Principal Amount 1,083.85 582.58 735.44 2,401.87
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 2.81 1.59 - 4.40

Total (i+ii+iii) 1,086.66 584.17 735.44 2,406.27

Change in Indebtedness during the financial year


> Addition - 2,602.23 359.02 2,961.25
> Reduction -26.17 - - -26.17
Net Change -26.17 2,602.23 359.02 2,935.08
Indebtedness at the end of the financial year
i) Principal Amount 1,059.00 3,186.13 1,094.46 5,339.59
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 1.49 0.27 - 1.76

Total (i+ii+iii) 1,060.49 3,186.40 1,094.46 5,341.35

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

Particulars of Remuneration
Name of MD/WTD/Manager
Sl. No. Total Amount in Rs.
Jamyshyd N. Phiroze D. Lam Kyamas A. Palia Vijay M. Crishna Navroze J. Godrej* Anil G. Verma In crores
1 Gross salary Godrej
(a) Salary as per provisions contained in section 17(1) of the 4.14 4.09 3.82 3.17 1.95 4.25 21.43
Income Tax, 1961

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 0.16 0.04 0.02 0.10 0.01 0.06 0.39

(c ) Profits in lieu of salary under section 17(3) of the Income


Tax Act, 1961

2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
- others, specify…
5 Others, please specify
Total (A) 4.30 4.13 3.84 3.27 1.96 4.30 21.81
Ceiling as per the Act 41.30

* Resigned as a Director of the Company with effect from 1st October, 2016

B. Remuneration to other directors

Particulars of Remuneration
Sl. No. Name of Directors Total Amount in
Anita Rs. In crore
Kavas N. Petigara Pradip P. Shah Keki M. Elavia
1 Independent Directors Ramachandran
(a) Fee for attending board/committee meetings 0.16 0.06 0.14 0.17 0.53

(b) Commission 0.07 0.07 0.07 0.07 0.28


(c ) Others, please specify 0.00 0.00 0.00 0.00 0.00
Total (1) 0.23 0.13 0.21 0.24 0.81
2 Other Non-Executive Directors Adi B. Godrej Nadir B. Godrej

(a) Fee for attending 0.07 0.06 0.13


board/committee meetings
(b) Commission 0.07 0.07 0.14
(c ) Others, please specify 0.00 0.00 0.00
Total (2) 0.14 0.13 0.27
Total (B)=(1+2) 1.08
Total Managerial Remuneration 22.89
Overall Ceiling as per the Act. 45.43

44
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Particulars of Remuneration Key Managerial Personnel


Total Amount in Rs.
CEO Company CFO In Crore
Secretary
1 Gross Salary
NA Percy E. Fouzdar Purvez K. Gandhi
(a) Salary as per provisions contained in section 17(1) of the 1.59 1.66 3.25
Income Tax Act, 1961

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 0.01 0.00 0.01

(c ) Profits in lieu of salary under section 17(3) of the Income


Tax Act, 1961

2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
- others, specify…
5 Others, please specify

Total 1.60 1.66 3.26

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of Brief Description Details of Authority Appeal made, if


the Penalty/Punishmen [RD/NCLT/Court] any (give details)
Companies t/Compounding
Act fees imposed

A. COMPANY
Penalty
Punishment
Compounding NIL
B. DIRECTORS
Penalty
Punishment
Compounding NIL
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding NIL

45
Godrej & Boyce Manufacturing Company Limited

ANNUAL REPORT AND ACCOUNTS


Year ended 31st March, 2017

ENCLOSURE 3

Form No. AOC - 2 pursuant to section 134 (3) (h)


of the Companies Act, 2013.
Referred to in paragraph 10 of the Directors' Report

46
ENCLOSURE 3

GODREJ & BOYCE MFG. CO. LTD.


FORM NO. AOC -2
required to be attached with the Director’s Report

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of
section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.


SL. Particulars Details
No.
a) Name (s) of the related party & nature of relationship Mrs. P J Godrej, spouse of Mr. J N Godrej, Chairman and Managing Director

b) Nature of contracts/arrangements/transaction Employment Contract

c) Duration of the contracts/arrangements/transaction Permanent Employee

d) Salient terms of the contracts or arrangements or st


Re-designation and revision in remuneration payable with effect from 1 April,
transaction including the value, if any 2015 as Sr. Vice President (Welfare Co-ordination)as under:
Salary of Rs. 2 Lakh per month and Rs. 24 Lakh per annum

Perquisites and allowances


Provision of Company maintained car with driver for official use

Terminal Benefits
Company’s contribution to Provident Fund, Gratuity or any other Annuity Fund
in accordance with the Rules of the Company, in force from time to time

e) Justification for entering into such contracts or Rendering of professional services


arrangements or transactions’
f) Date of approval by the Board 23rd February, 2015

g) Amount paid as advances, if any NIL

h) Date on which the special resolution was passed in Not Applicable


General meeting as required under first proviso to
section 188

47
SL. Particulars Details
No.
a) Name (s) of the related party & nature of relationship Mrs. S G Crishna, spouse of Mr. V M Crishna, Whole-time Director and sister of
Mr. J N Godrej, Chairman and Managing Director

b) Nature of contracts/arrangements/transaction Employment Contract

c) Duration of the contracts/arrangements/transaction Permanent Employee

d) Salient terms of the contracts or arrangements or Re-designation and revision in remuneration payable with effect from 1st April,
transaction including the value, if any 2015 as Sr. Vice President (Welfare Co-ordination)as under:

Salary of Rs. 2 Lakh per month and Rs. 24 Lakh per annum

Perquisites and allowances


Provision of Company maintained car with driver for official use

Terminal Benefits
Company’s contribution to Provident Fund, Gratuity or any other Annuity Fund
in accordance with the Rules of the Company, in force from time to time

e) Justification for entering into such contracts or Rendering of professional services


arrangements or transactions’
f) Date of approval by the Board 23rd February, 2015
g) Amount paid as advances, if any NIL

h) Date on which the special resolution was passed in Not Applicable


General meeting as required under first proviso to
section 188

48
SL. Particulars Details
No.
a) Name (s) of the related party & nature of relationship Ms. Nyrika Holkar, daughter of Mr. V M Crishna, Whole-time Director

b) Nature of contracts/arrangements/transaction Employment Contract

c) Duration of the contracts/arrangements/transaction Permanent Employee


d) Salient terms of the contracts or arrangements or st
Appointment as Senior Vice President(Corporate Affairs) with effect from 1
transaction including the value, if any April, 2015 drawing remuneration for the financial year 2016-17 as under :

Salary of Rs. 7.15 Lakh per month and Rs. 85.80 Lakh per annum
Performance Linked Variable Remuneration according to the Scheme of the
Company for each of the financial years, having regard to her performance for
each financial year

Perquisites and allowances


House Rent Allowance @ 50% of Salary which is Rs. 3.57 Lakh per month and
Rs. 42.90 Lakh per annum
Furniture and office/ home appliances at residence in accordance with the
Company’s Scheme
Payment/ reimbursement of domiciliary medical/ hospitalization expenses for self
and her family, amounting to Rs. 24,000 per annum, in accordance with the
Rules specified by the Company
Hospitalisation Insurance for self and family with a cover of Rs. 15 Lakh,
personal accident insurance for self with a cover of Rs. 30 Lakh

Leave Travel Concession for self and family once in a calender year amounting to
Rs. 39,000 per annum

Earned/ Privelege Leave, on full day and allowance, not exceeding 30 days in a
calender year.

Provision of free telephone, telefax, email and other communication facilities or


reimbursement
Provision of such maintained
of Company expenses atcar
thewith
residence,
driver including
for officialpayment
use of local calls

Other Perquisites and allowances


Reimbursement of expenses towards comprehensive personal health checkup
once in a financial year
Such other perquisites and allowances as per the policy/ Rules of the Company in
force and/ or as may be approved by the Board of Directors from time to time

Reimbursement of all actual expenses or charges incurred by her for and on


behalf of the Company in furtherance of its business or objectives

Terminal Benefits
Company’s contribution to Provident Fund, Superannuation Fund, Gratuity or
any other Annuity Fund in accordance with the Rules of the Company, in force
from time to time
e) Justification for entering into such contracts or Rendering of professional services
arrangements or transactions’
f) Date of approval by the Board 23rd February, 2015

g) Amount paid as advances, if any NIL

h) Date on which the special resolution was passed in 30th March, 2015
General meeting as required under first proviso to
section 188

49
2. Details of material contracts or arrangements or transactions at Arm’s length basis.

SL. Particulars Details


No.
a) Name (s) of the related party & nature of relationship N.A.

b) Nature of contracts/arrangements/transaction N.A.

c) Duration of the contracts/arrangements/transaction N.A.

d) Salient terms of the contracts or arrangements or N.A.


transaction including the value, if any
e) Date of approval by the Board N.A.

f) Amount paid as advances, if any N.A.

For and on behalf of the Board

J. N. Godrej
Chairman and Managing Director
DIN: 00076250

50
Annual Report and Accounts 2016-17

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF


GODREJ & BOYCE MANUFACTURING COMPANY LIMITED

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS Financial Statements of GODREJ & BOYCE MANUFACTURING
COMPANY LIMITED (“the Company”), which comprises the Balance Sheet as at 31st March, 2017, and the Statement of
Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in
Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Ind AS Financial Statements


The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the
Act”) with respect to the preparation of these standalone Ind AS Financial Statements that give a true and fair view of the
state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows
and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS Financial
Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility
Our responsibility is to express an opinion on these standalone Ind AS Financial Statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are
required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the standalone Ind AS Financial Statements in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the
standalone Ind AS Financial Statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the standalone Ind AS Financial Statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s
preparation of the Ind AS Financial Statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall
presentation of the standalone Ind AS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
on the standalone Ind AS Financial Statements.

Emphasis of Matter
We draw attention to the following matters in the Notes to the financial statements:
a. Refer note 37(b)(i) whereby the Company has transferred 193,904,681 equity shares of face value of Re. 1/- each in
Godrej Industries Limited to Vora Soaps Limited without consideration. The transfer has been authorized by
majority of the Board of Directors and by the shareholders of the Company. The carrying amount of the investments
in the books of the Company was Rs. 257.77 crore. Had the investment been not transferred the profit for the year
would have been higher by 168.56 Crore and retained earnings would have been higher by the same amount.

51
Godrej & Boyce Mfg. Co. Ltd.

b. Refer note 37(b)(ii) whereby the Company has transferred 93,500,000 equity shares of face value of Re. 1/- each in
Godrej Consumer Products Limited to Godrej Seed and Genetics Limited without consideration. The transfer has
been authorized by majority of the Board of Directors and by the shareholders of the Company. The carrying
amount of the investments in the books of the Company was Rs. 223.48 Crore. Had the investment been not
transferred the profit for the year would have been higher by 146.14 Crore and retained earnings would have been
higher by the same amount.
c. Refer note 1(G)(iv) whereby non-current investments in subsidiaries, Associates and Joint Ventures are stated at
cost (unless otherwise stated) as per Ind AS 27; however, for any diminution other than temporary in the value of
investments, the book value is reduced to recognise the decline. In cases where these investments are carried at
their book values, which are higher than their fair values, the diminution in the value of such investments is
considered to be of a temporary nature, in view of the Company's long-term financial involvement in such investee
companies. No provision is, therefore, considered necessary in the accounts for diminution in the value of such
investments.
d. Refer Note 50(i) to the standalone Ind AS financial statements, during the year pursuant to the scheme of
Amalgamation approved by the Bombay High Court, Cartini India Ltd. was amalgamated with the Company and was
accounted for in the books of account according to the pooling of interest method under Accounting Standard (AS)
14. The scheme of amalgamation under Indian Accounting Standard (Ind AS) 103 is to be accounted for in the books
of account at acquisition date fair values. Had the business combination principles been applied and all the
identified assets acquired and the liabilities assumed were measured at their acquisition date fair values and the
consideration transferred measured in accordance with this Ind AS which generally requires acquisition date fair
value, the Capital Reserve amounting to Rs. 18.78 Crore would have been recorded in the books.

Our opinion is not modified in respect of these matters.

Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs
(financial position) of the Company as at March 31, 2017, and its profit (financial performance including other
comprehensive income), its cash flows and the changes in equity for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A”,a statement on the matters
specified in the paragraph 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement
of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books
of account.
d) In our opinion, the aforesaid standalone Ind AS Financial Statements comply with the Indian
Accounting Standards prescribed under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2017, and taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being
appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

52
Annual Report and Accounts 2016-17

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone
Ind AS financial statements – Refer Note 27 (e) to (h).
ii. The Company has made provision, as required under the applicable law or accounting standard,for
material foreseeable losses, if any, on long term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education
Protection Fund by the Company.
iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as
dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016.
However, we are unable to obtain sufficient and appropriate audit evidence to report on whether the
disclosures are in accordance with books of account maintained by the Company and as produced to us
by the Management – Refer Note 44 to the standalone Ind AS financial statements.

For KALYANIWALLA & MISTRY LLP


CHARTERED ACCOUNTANTS
Firm Registration No.: 104607W / W100166

ERMIN K. IRANI
PARTNER
Membership Number: 35646
Mumbai, November 6, 2017.

53
Godrej & Boyce Mfg. Co. Ltd.

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT


Referred to in Para 1 ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditors’ Report to the
members of the Company on the standalone financial statements for the year ended 31st March, 2017.

Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditor’s Report) Order, 2016:
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
fixed assets, other than furniture, fixture and equipment. In case of furniture, fixture and equipment acquired/
purchased after April 1, 1978, the records are maintained showing aggregate quantitative details with their situation
and value, without item-wise break-up.
(b) As explained to us, the fixed assets (other than furniture, fixture and office equipment) have been physically verified
by the Management in accordance with a phased programme of verification, which in our opinion, is reasonable,
considering the size of the Company and the nature of its business. The discrepancies reported on such verification
were not material and have been properly dealt with in the books of account.
(c) According to the information and explanation given to us, the records examined by us and based on the
examination of the registered sale deed / conveyance deed / court order approving scheme of amalgamation
provided to us, we report that, the title deeds of immovable properties are held in the name of the Company except
for the cases tabulated below:
Particulars Gross Block Net Block (Rs. Remarks
(Rs. in Crore) in Crore)
Freehold Land 28.37 28.37 Land pertaining to three subsidiaries amalgamated with the
Company during the year 2015-16, Land pertaining to Busbar
Systems India Ltd. which was amalgamated w.e.f. April 1, 2016
and certain Lands at Khalapur are not in the name of the
Company.

In case of immovable properties of land and buildings that have been taken on lease, the lease agreements are in
the name of the Company except leasehold land pertaining to Cartini India Ltd., an entity amalgamated with the
Company w.e.f. 1st April, 2016 for which the leasehold agreements are in the process of being registered in the
name of the Company.
ii. The Management has conducted physical verification of inventory at reasonable intervals.The discrepancies noticed
on physical verification of inventory as compared to book records were not material in relation to the operations of
the Company and the same have been properly dealt with in the books of account.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or
other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of sub-
clause (a), (b) and (c) of paragraph 3(iii) of the Order are not applicable.
iv. In our opinion and according to the information and explanations given to us and the records examined by us,the
Company has complied with the provisions of Section 185 and 186 in respect of investments made, guarantees and
securities provided to the parties. However, the Company has not advanced any loan to parties covered under
Section 185 and 186.
v. In our opinion, and according to the information and explanations given to us, the Company has complied with the
directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant
provisions of the Act and the rules framed thereunder, with regard to deposits accepted from the public.

vi. We have broadly reviewed the books of account maintained by the Company in respect of manufacture of products
where, pursuant to the Rules made by the Central Government of India for the maintenance of cost records under
sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed accounts and
records have generally been made and maintained. We have not, however, made a detailed examination of the
records with a view to determine whether they are accurate or complete.

54
Annual Report and Accounts 2016-17

vii.(a) According to the information and explanations given to us and the records examined by us, the Company is
generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance,
Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other material
statutory dues with the appropriate authorities. According to the information and explanations given to us, there
are no arrears of outstanding statutory dues in respect of above as on the last day of the financial year for a period
of more than six months from the date they became payable.
(b) According to the information and explanation given to us and the records examined by us, there are no material
dues of Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise and Value added tax outstanding on
account of any dispute, except:
Nature of the Statute Nature of Dues Amount Period to which the Forum where the dispute is pending
(Rs. in crore) amount relates

Various years from Appellate Authority – Commissioner /


Central Excise Act, 1944 Excise Duty 36.41
1987 to 2017 Tribunal/ High Court
Various years from
Finance Act, 1994 Service Tax 22.43 Appellate Authority – Commissioner / Tribunal
2003 to 2017
Central Sales Tax Act, 1956, and State Sales Various years from Appellate / Revisional Authority – upto
Sales Tax / VAT 26.40
Tax / VAT Acts 1976 to 2017 Commissioner/ Tribunal/ High Court
Year ended 31st
Income-tax Act, 1961 Income-tax 15.56 Commissioner of Income Tax (Appeals)
March, 2012
The West Bengal Tax on Entry of Goods into Upto 31st March,
Entry tax 20.71 High Court
Local Areas Act, 2012 2017

viii. According to the information and explanations given to us and based on the examination of the records the
Company has not defaulted in repayment of loans or borrowings to financial institutions, banks, government or
dues to debenture holders.
ix The Company did not raise any money by way of initial public offer or further public offer (including debt
instrument). In our opinion and according to the information and explanations given to us and based on the
documents and records examined by us on an overall basis, the term loans obtained by the Company were applied
for the purpose for which the loans were obtained.
x During the course of our examination of the books of account and records of the Company, carried out in
accordance with the generally accepted auditing practices in India, and according to the information and
explanation given and representations made by the Management, no major fraud on or by the Company, has been
noticed or reported during the year, except for the fraud / irregularities observed by the Company by employees in
a line of business for the contracts pertaining to Systems Integration & Turnkey Automation Projects in collusion
with third parties, resulting in losses to the Company amounting to Rs. 19 Crore, for which management has taken
appropriate remedial measures.
xi According to the information and explanations given to us and based on our examination of the records of the
Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals
mandated by the provisions of Section 197 read with Schedule V to the Act.
xii In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company.
Accordingly, provisions of paragraph 3(xii) of the Order are not applicable.
xiii According to the information and explanation given to us and based on our examination of the records of the
Company, transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable,
and details of such transactions have been disclosed in the Financial Statements as required by the applicable
accounting standards.
xiv According to the information and explanation given to us and based on our examination of the records of the
Company, the Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year.
xv According to the information and explanation given to us and based on our examination of the records of the
Company, the Company has not entered into any non-cash transactions with the directors or persons connected
with him. Hence the provisions of Section 192 of the Act are not applicable.

55
Godrej & Boyce Mfg. Co. Ltd.

xvi The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 hence the
provisions of paragraph 3 (xvi) of the Order are not applicable.

For KALYANIWALLA & MISTRY LLP


CHARTERED ACCOUNTANTS
Firm Registration No.: 104607W / W100166

ERMIN K. IRANI
PARTNER
Membership Number: 35646
Mumbai, November 6, 2017.

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in Para 2 (f) ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditor’s Report to the
members of the Company on the standalone Ind AS financial statements for the year ended 31st March, 2017.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(“the Act”)
We have audited the internal financial controls over financial reporting of GODREJ & BOYCE MANUFACTURING COMPANY
LIMITED (“the Company”) as of 31st March, 2017 in conjunction with our audit of the standalone Ind AS financial
statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls


The Company’s management is responsible for establishing and maintaining internal financial controls based on the
internal control overfinancial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the
“Guidance Note”) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its 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, as required under the Act.

Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on
our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI
and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial
controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and maintained and
if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements,
whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
on the Company’s internal financial controls system over financial reporting.

56
Annual Report and Accounts 2016-17

Meaning of Internal Financial Controls over Financial Reporting


A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation ofstandalone financial statements for external purposes
in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation ofstandalone financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that
could have a material effect on thestandalone financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting


Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods
are subject to the risk that the internal financial control over financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion
In our opinion the Company has maintained, in all respects, adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017,
based on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India.

For KALYANIWALLA & MISTRY LLP


CHARTERED ACCOUNTANTS
Firm Registration No.: 104607W / W100166

ERMIN K. IRANI
PARTNER
Membership Number: 35646
Mumbai, November 6, 2017.

57
Godrej & Boyce Mfg. Co. Ltd.

GODREJ & BOYCE MANUFACTURING COMPANY LIMITED


BALANCE SHEET AS AT 31st MARCH, 2017
(Rupees in crore)
Note As at As at As at
31-03-2017 31-03-2016 01-04-2015
ASSETS
(1) NON-CURRENT ASSETS
(a) Property, Plant and Equipment 2A 1,861.45 1,481.32 1,347.09
(b) Capital Work-in-progress 2A 411.09 326.25 162.29
(c) Investment Property 2B 258.97 266.98 270.54
(d) Other Intangible Assets 2A 2.40 5.10 6.93
(e) Intangible Assets under development 2A 14.45 - -
2,548.36 2,079.65 1,786.85
(f) Financial Assets
(i) Investments in Subsidiaries, Associates and Joint Venture 3 153.17 1,516.89 1,403.52
(ii) Other Investments 4 5,239.75 113.83 9.30
(iii) Trade Receivables 5 7.44 12.50 69.66
(iv) Loans 6 35.51 58.67 51.48
(v) Other Financial Assets 7 1.79 110.12 258.77
5,437.66 1,812.01 1,792.73
(g) Deferred Tax Assets (Net) 21 6.32 101.45 91.54
(h) Other Non-Current Assets 8 17.06 57.86 106.25
8,009.40 4,050.97 3,777.37
(2) CURRENT ASSETS
(a) Inventories 9 2,093.91 1,826.23 1,722.91
(b) Financial Assets
(i) Investments 10 6.76 - -
(ii) Trade Receivables 11 1,998.12 1,713.52 1,804.75
(iii) Cash and Cash Equivalents 12(A) 27.20 20.36 12.16
(iv) Bank Balances other than (iii) above 12(B) 79.71 61.76 57.62
(v) Loans 13 81.42 87.36 93.91
(vi) Other Financial Assets 14 494.85 437.15 204.02
2,688.06 2,320.15 2,172.46
(c) Current Tax Assets (net) 56.02 23.45 16.60
(d) Other Current Assets 15 256.80 225.88 163.90
5,094.79 4,395.71 4,075.87
Total Assets 13,104.19 8,446.68 7,853.24

EQUITY AND LIABILITIES


(1) EQUITY
(a) Equity Share Capital 16 6.78 6.63 6.63
(b) Other Equity 17 7,755.36 3,483.85 3,523.10
7,762.14 3,490.48 3,529.73
LIABILITIES
(2) NON-CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings 18 1,128.30 1,128.58 363.63
(ii) Other Financial Liabilities 19 294.87 256.68 210.51
1,423.17 1,385.26 574.14
(b) Provisions 20 66.92 51.21 46.66
1,490.09 1,436.47 620.80
(3) CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings 22 1,183.30 1,273.84 1,444.29
(ii) Trade Payables 23 1,111.60 884.10 951.31
(iii) Other Financial Liabilities 24 746.49 745.20 761.05
3,041.39 2,903.14 3,156.65
(b) Other Current Liabilities 25 779.15 584.40 519.47
(c) Provisions 26 31.42 32.19 26.59
3,851.96 3,519.73 3,702.71
Total Equity and Liabilities 13,104.19 8,446.68 7,853.24
Statement of Significant Accounting Policies and
Notes to the Financial Statements 1-55
The accompanying notes are an integral part of the financial statements
As per our Report of even date
For KALYANIWALLA & MISTRY LLP For and on behalf of the Board of Directors
CHARTERED ACCOUNTANTS
Firm Registration No.: 104607W / W100166

ERMIN K. IRANI J. N. GODREJ A. G. VERMA P. K. GANDHI P. E. FOUZDAR


PARTNER Chairman & Executive Director Chief Financial Executive Vice President
Membership No.: 35646 Managing Director & President Officer (Corporate Affairs)
Mumbai, 6th November, 2017 DIN: 00076250 DIN: 02366334 & Company Secretary

58
Annual Report and Accounts 2016-17

GODREJ & BOYCE MANUFACTURING COMPANY LIMITED


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2017
(Rupees in crore)
Note Current Year Previous Year

I. REVENUE FROM OPERATIONS 28 9,909.83 9,296.58


II. OTHER INCOME 29 82.34 162.26
TOTAL INCOME 9,992.17 9,458.84

III. EXPENSES
(1) Cost of Materials consumed 30 3,501.47 3,323.07
(2) Excise duty 674.59 633.11
(3) Purchases of Stock-in-Trade 31 2,182.55 1,963.75
(4) Changes in Inventories of Finished Goods, Work-in-Process
and Stock-in-Trade 32 (132.31) (2.85)
(5) Property Development and Construction Expenses 34 54.98 22.20
(6) Employee Benefits Expense 33 1,112.66 1,038.12
(7) Finance Costs 35 175.84 177.18
(8) Depreciation and Amortization Expense 2 178.62 157.64
(9) Other Expenses 36 1,924.40 1,859.42
(10) Less: Expenditure transferred to Capital Accounts (55.16) (41.40)
TOTAL EXPENSES 9,617.64 9,130.24

IV. PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX 374.53 328.60

V. EXCEPTIONAL ITEMS 37 (242.38) 77.48

VI. PROFIT BEFORE TAX 132.15 406.08

VII. TAX EXPENSES


(1) Current tax 21 107.00 50.74
(2) Prior years' tax adjustments 21 (4.43) 0.54
(3) Deferred tax charge/(credit) 21 4.41 (8.27)
106.98 43.01
VIII. PROFIT / (LOSS) AFTER TAX FOR THE YEAR 25.17 363.07

IX. OTHER COMPREHENSIVE INCOME (OCI)


Items that will not be reclassified to Profit or Loss
(i) Remeasurement of defined employee benefit plans (6.51) (4.94)
(ii) Change in Fair Value of Equity Instruments through OCI 4,232.80 (2.78)
(iii) Deferred tax charge/(credit) on above 2.00 1.63
TOTAL OTHER COMPREHENSIVE INCOME 4,228.29 (6.09)
X. TOTAL COMPREHENSIVE INCOME FOR THE YEAR 4,253.46 356.98
XI. EARNINGS PER EQUITY SHARE
Basic and Diluted Earnings per Equity Share of Rs. 100 each 43 Rs. 371 Rs. 5,477

XII. Statement of Significant Accounting Policies and


Notes to the Financial Statements 1-55
The accompanying notes are an integral part of the financial statements

As per our Report of even date


For KALYANIWALLA & MISTRY LLP For and on behalf of the Board of Directors
CHARTERED ACCOUNTANTS
Firm Registration No.: 104607W / W100166

ERMIN K. IRANI J. N. GODREJ A. G. VERMA P. K. GANDHI P. E. FOUZDAR


PARTNER Chairman & Executive Director Chief Financial Executive Vice President
Membership No.: 35646 Managing Director & President Officer (Corporate Affairs)
Mumbai, 6th November, 2017 DIN: 00076250 DIN: 02366334 & Company Secretary

59
Godrej & Boyce Mfg. Co. Ltd.

GODREJ & BOYCE MANUFACTURING COMPANY LIMITED


STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31st MARCH, 2017
(Rupees in crore)
(A) Equity Share Capital Note For the year ended For the year ended
31/03/2017 31/03/2016
Balance at the beginning of the year 6.63 6.63
Changes in equity share capital during the year 0.15 -
Balance at the end of the year 16 6.78 6.63

(B) Other Equity


Reserves & Surplus
Particulars Note Capital Securities Capital Reserve General Debenture Retained Items of Other Total Other
Reserve Premium on Business Reserve Redemption Earnings Comprehensive Equity
Reserve Combinations Reserve Income (OCI)

Balance as at 01/04/2015 74.40 20.08 (23.36) 637.89 - 2,814.09 - 3,523.10

Profit for the year - - - - - 363.07 - 363.07


Remeasurement of defined employee benefit plans - - - - - - (4.94) (4.94)
Fair valuation of investments in equity instruments - - - - - - (2.78) (2.78)
Deferred tax credit on items of OCI - - - - - - 1.63 1.63
Total comprehensive income for the year 2015-16 - - - - - 363.07 (6.09) 356.98

First Interim Equity Dividend declared and paid during the year - - - - - (46.40) - (46.40)
Second Interim Equity Dividend declared and paid during the year - - - - - (165.73) - (165.73)
Dividend Distribution Tax (DDT) on Interim Dividend - - - - - (29.71) - (29.71)
Adjustment pursuant to business combination [Note 17(a)(iii))] (6.37) - - (1.46) - (19.28) - (27.11)
Final Equity Dividend for the year 2014-15 paid in 2015-16 - - - - - (106.07) - (106.07)
Dividend Distribution Tax (DDT) on Final Equity Dividend - - - - - (21.21) - (21.21)
-
Balance as at 31/03/2016 68.03 20.08 (23.36) 636.43 - 2,788.76 (6.09) 3,483.85

Adjustment pursuant to business combination [Note 17(a)(iii))] 4.67 - 3.60 9.42 - (107.38) 164.16 74.47
Profit / (Loss) after tax for the year - - - - - 25.17 - 25.17
Transfer to Debenture Redemption Reserve - - - - 20.83 (20.83) - -
Transfer from Investment Subsidy Reserve - - - - - 0.69 - 0.69
Interim Equity Dividend declared and paid during the year - - - - - (47.49) - (47.49)
Dividend Distribution Tax (DDT) on Interim Dividend - - - - - (9.62) - (9.62)
Remeasurement of defined employee benefit plans - - - - - - (6.51) (6.51)
Fair valuation of investments in equity instruments - - - - - - 4,232.80 4,232.80
Deferred tax credit on items of OCI - - - - - - 2.00 2.00
Total comprehensive income for the year 2016-17 4.67 - 3.60 9.42 20.83 (159.46) 4,392.45 4,271.51
Balance as at 31/03/2017 17 72.70 20.08 (19.76) 645.85 20.83 2,629.30 4,386.36 7,755.36

The accompanying notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board of Directors
For KALYANIWALLA & MISTRY LLP
CHARTERED ACCOUNTANTS
Firm Registration Number 104607W / W100166

ERMIN K. IRANI J. N. GODREJ A. G. VERMA P. K. GANDHI P. E. FOUZDAR


PARTNER Chairman & Executive Director Chief Financial Executive Vice President
Membership Number: 35646 Managing Director & President Officer (Corporate Affairs)
Mumbai, 6th November, 2017 DIN: 00076250 DIN: 02366334 & Company Secretary

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Annual Report and Accounts 2016-17

GODREJ & BOYCE MANUFACTURING COMPANY LIMITED


STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31st MARCH, 2017

(Rupees in crore)
Current Year Previous Year
A. CASH FLOWS FROM OPERATING ACTIVITIES
PROFIT BEFORE TAX 132.15 406.08
ADJUSTMENTS TO RECONCILE PROFIT BEFORE TAX TO NET CASH USED IN:
Depreciation and Amortization Expense 178.62 157.64
Provisions for Doubtful Debts/Advances/Deposits 20.88 14.48
Profit on Sale of Investments (Net): Non-current (114.73) (77.48)
Profit on Sale/Assignment of Fixed Assets (Net): Other Fixed Assets 1.39 (0.38)
Unrealized Foreign Currency (Gain)/Loss (21.37) (1.67)
Interest Income (9.10) (17.55)
Dividend Income (68.49) (144.11)
Finance Costs 175.84 177.18
Fair Valuation of Investments 154.76
Transfer of investments in subsidiaries to group companies - -
Reclassification of acturial loss to Other Comprehensive Income (6.51) (4.94)
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 443.44 509.25
MOVEMENT IN CURRENT ASSETS AND LIABILITIES:
Inventories (267.68) (103.32)
Trade and other Receivables (312.53) (66.88)
Trade and other Payables 597.62 119.22
CASH GENERATED FROM/(USED IN) OPERATIONS 460.85 458.27
Direct Taxes paid (44.42) (40.30)
NET CASH FROM/(USED IN) OPERATING ACTIVITIES 416.43 417.97
B. CASH FLOWS FROM INVESTING ACTIVITIES
Fixed Assets acquired (Net) (636.46) (440.03)
(Purchase)/Sale of Investment in Subsidiaries and Associates 582.23 (97.44)
Net increase in bank deposits (having original maturities of more than 3 months) (17.95) (11.27)
Proceeds (residual bank balance) received from a wholly-owned subsidiary on its liquidation 0.82 -
Interest Income 9.10 16.16
Dividend Income 68.49 144.11
NET CASH FROM/(USED IN) INVESTING ACTIVITIES 6.23 (388.47)
C. CASH FLOWS FROM FINANCING ACTIVITIES
Net increase/(decrease) in short-term Bank Borrowings 57.87 (199.36)
Other Borrowings: Fresh Loans and Deposits taken 2,023.26 1,589.86
Loans and Deposits repaid (2,271.69) (1,363.14)
Issue of Debentures - 497.91
Interest paid (177.77) (177.45)
Dividend paid, including Dividend Distribution Tax (47.49) (369.12)
NET CASH FROM/(USED) IN FINANCING ACTIVITIES (415.82) (21.30)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 6.84 8.20

Cash and Cash Equivalents at the beginning of the year 20.36 12.16
Cash and Cash Equivalents at the end of the year 27.20 20.36
Add: Other Bank Balances (not considered as cash and cash equivalents):
Fixed Deposits with Banks 57.00 42.00
Other Earmarked Accounts 22.71 19.76
CLOSING CASH AND BANK BALANCES (NOTE 12) 106.91 82.12

D. COMPONENTS OF CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR


Cash in hand 1.39 1.59
Balances with Banks in Current Accounts 25.81 18.76

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Godrej & Boyce Mfg. Co. Ltd.

NOTES:
1. The Statement of Cash Flow has been prepared under the "Indirect Method" as set out in the Indian Accounting Standard (Ind AS-7) on
"Statement of Cash Flows," and presents cash flows by operating, investing and financing activities.
2. Figures for the previous year have been regrouped/restated wherever necessary to conform to this year's classification.
3. Figures in brackets are outflows/deductions.
4. Cash and cash equivalents for the purposes of this Statement comprise of cash in hand, cash at bank and fixed deposits with
maturity of three months or less.
5. For expenditure on CSR activities, please refer to Note 41.

As per our Report of even date


For KALYANIWALLA & MISTRY LLP For and on behalf of the Board of Directors
CHARTERED ACCOUNTANTS
Firm Registration Number 104607W / W100166

ERMIN K. IRANI J. N. GODREJ A. G. VERMA P. K. GANDHI P. E. FOUZDAR


PARTNER Chairman & Executive Director Chief Financial Executive Vice President
Membership Number: 35646 Managing Director & President Officer (Corporate Affairs)
Mumbai, 6th November, 2017 DIN: 00076250 DIN: 02366334 & Company Secretary

62
Annual Report and Accounts 2016-17

NOTES TO THE FINANCIAL STATEMENTS

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

A. General Information
Godrej & Boyce Manufacturing Company Limited (the Company) incorporated on 3rd March, 1932 is a major company of the
Godrej Group. The Company has diverse business divisions offering a wide range of consumer, office, and industrial products and
related services of the highest quality to customers in India and abroad. The Company is domiciled in India and its registered office
is at, Pirojshanagar, Vikhroli, Mumbai 400 079.

B. Basis of accounting
These financial statements as at, and for the year ended, 31st March, 2017 have been prepared in accordance with Indian
Accounting standards (“Ind AS”) issued under the Companies (Indian Accounting Standards) Rules, 2015 as amended by
Companies (Indian Accounting Standards) (Amendment) Rules, 2016.
For all periods up to and including the year ended 31st March, 2016, the Company prepared its financial statements in accordance
with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the
Companies (Accounts) Rules, 2014 (Indian GAAP). These financial statements are the Company’s first Ind AS financial statements
and are covered by Ind AS 101, First-time adoption of Indian Accounting Standards. The transition to Ind AS has been carried out
from the accounting principles generally accepted in India (“Indian GAAP”) which is considered as the “Previous GAAP” for
purposes of Ind AS 101. An explanation of how the transition to Ind AS has affected the Company’s equity and its net profit is
provided in Note 46.
The accounts have been prepared on accrual and going concern basis.
The financial statements of the Company for the year ended 31st March, 2017 were approved for issue in accordance with
the Resolution passed by the Board of Directors at their meeting held on 6th November, 2017

C. Functional and presentation currency


These financial statements are presented in Indian rupees, which is the Company’s functional currency. All amounts have been
rounded to the nearest crore, unless otherwise indicated; a crore is equal to ten million.

D. Uses of Estimates and Judgements


The preparation of financial statements in accordance with Ind AS requires use of estimates and assumptions for some items,
which might have an effect on their recognition and measurement in the balance sheet and statement of profit and loss. The
actual amounts realised may differ from these estimates.
Estimates and assumptions are required in particular for:
(i) Determination of the estimated useful lives of tangible assets and the assessment as to which components of the cost may
be capitalized.
Useful lives of tangible assets are based on the life prescribed in Schedule II of the Companies Act, 2013. In cases, where the
useful lives are different from that prescribed in Schedule II, they are based on technical advice, taking into account the
nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement,
anticipated technological changes, manufacturers’ warranties and maintenance support. Assumptions also need to be made,
when the Company assesses, whether an asset may be capitalised and which components of the cost of the asset may be
capitalised.
If management's estimate of the useful life of the fixed asset is shorter than that envisaged in Schedule II, depreciation is
provided at a higher rate based on management’s estimate of the useful life. Accordingly, in respect of the commercial
construction projects, on some items of equipment at the project sites, depreciation is provided at a higher rate based on
useful life of the assets estimated at 5 years, compared to 15 years specified in Schedule II. In respect of additions
to/deductions from the assets, the depreciation on such assets is calculated on a pro rata basis from/upto the month of such
addition/deduction. Assets costing less than Rs. 5,000 are fully depreciated in the year of purchase/acquisition. Leasehold
Land and Buildings are amortised over the period of the lease. The cost of fixed assets not ready for their intended use at the
balance sheet date is disclosed under capital work-in-progress. Intangible assets comprising of Technical Know-how and
Trade Marks are amortised on straight-line basis at the rate of 16.67%; capitalised Computer Software costs relating to the
ERP system, are amortised on straight line basis at the rate of 20%.

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Godrej & Boyce Mfg. Co. Ltd.

(ii) Recognition and measurement of defined benefit obligations


The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial
assumptions include discount rate, trends in salary escalation, vested future benefits and life expectancy. The discount rate is
determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of
the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.
(iii) Recognition of deferred tax assets
A deferred tax asset is recognised for all the deductible temporary differences to the extent that it is probable that taxable
profit will be available against which the deductible temporary difference can be utilised. The management assumes that
taxable profits will be available while recognising deferred tax assets.
(iv) Recognition and measurement of other provisions
The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of
resources, and on past experience and circumstances known at the balance sheet date. The actual outflow of resources at a
future date may therefore vary from the figure included in other provisions.
(v) Discounting of long-term financial liabilities
All financial liabilities are required to be measured at fair value on initial recognition. In case of financial liabilities which are
required to subsequently be measured at amortised cost, interest is accrued using the effective interest method.
(vi) Determining whether an arrangement contains a lease
At inception of an arrangement, the Company determines whether the arrangement is or contains a lease. At inception or on
reassessment of an arrangement that contains a lease, the Company separates payments and other consideration required
by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the
Company concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability
are recognised at an amount equal to the fair value of the underlying asset; subsequently, the liability is reduced as
payments are made and an imputed finance cost on the liability is recognised using the Company ’s incremental borrowing
rate. And in case of operating lease, all payments under the arrangement are treated as lease payments.
(vii) Rebates and sales incentives
Rebates are generally provided to distributors or customers as an incentive to sell the Company’s products. Rebates are
based on purchases made during the period by distributor / customer. The Company determines the estimates of rebate
accruals primarily based on the contracts entered into with their distributors / customers and the information received for
sales made by them.
(viii) Fair value of financial instruments
Derivatives are carried at fair value. Derivatives includes Foreign Currency Forward Contracts and Interest Rate Swaps. Fair
valued of Foreign Currency Forward Contracts are determined using the fair value reports provided by the respective
merchant bankers. Fair value of Interest Rate Swaps are determined with respect to current market rate of interest.

E. Standards issued but not effective


In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments)
Rules, 2017, notifying amendments to Ind AS 7, ' Statement of Cash Flows' and Ind AS 102, ' Share-based payment'.
The amendments are applicable to the Company from 1st April, 2017.
The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to
evaluate changes in liabilities arising from financing activities, including both changes arising from cashflows and
non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the
balance sheet for liabilities arising from financing activities, to meet the disclosure requirement.
The amendment to Ind AS 102 provides specific guidance to measurement of cash-settled awards, modification of
cash-settled awards and awards that include a net settlement feature in respect of withholding taxes. It clarifies
that the fair value of cash-settled awards is determined on the basis consistent with that used for equity-settled
awards. The amendment clarifies that if the terms and conditions of a cash-settled share-based payment transactions
are modified with the result that it becomes an equity-settled share-based payment transaction, the transaction is
accounted for as such from the date of the modification. Further, the amendment requires the award that include
a net settlement feature in respect of withholding taxes to be treated as equity-settled in its entirety. The cash
payment to the tax authority is treated as if it was a part of an equity settlement.
The Company is currently evaluating the effect of the above amendments.

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Annual Report and Accounts 2016-17

F. Measurement of fair values


The Company ’s accounting policies and disclosures require the measurement of fair values for financial instruments.
The Company has an established control framework with respect to the measurement of fair values. The management regularly
reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing
services, is used to measure fair values, then the management assesses the evidence obtained from the third parties to support
the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which such
valuations should be classified.
When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as
possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows:
Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices).
Level 3 : inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair
value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is
significant to the entire measurement.
The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the
change has occurred.

G. Significant accounting policies


i. Property, plant and equipment
a. Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated
impairment losses.
The cost of an item of property, plant and equipment comprises:
a) its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and
rebates.
b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of
operating in the manner intended by management.
Income and expenses related to the incidental operations, not necessary to bring the item to the location and condition
necessary for it to be capable of operating in the manner intended by management, are recognised in profit or loss.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as
separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
All property, plant and equipment received in exchange for non-monetary assets are measured at fair value unless the
exchange transaction lacks commercial substance or the fair value of neither the asset received nor the asset given up is
reliably measurable. Measurement of an exchange at fair value will result in the recognition of a gain or loss based on the
carrying amount of the asset surrendered. If a fair value can be determined reliably for either the asset received or the asset
given up, then the fair value of the asset given up should be used unless the fair value of the asset received is more clearly
evident. Accordingly, Transferable Development Rights (TDR’s) obtained by the Company in respect of its freehold lands
situated at Mumbai, are carried at fair value of land given up unless the fair value of TDR received is more clearly evident,
and are shown under Freehold Land. Any gain or loss arising from such exchange is immediately recognized in profit and loss.
Any transfer of such TDR’s / land from fixed asset to inventory is done at cost.
b. Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure
will flow to the Company.
c. Depreciation
The Company has followed the Straight Line method for charging depreciation on all items of Fixed Assets, at the

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Godrej & Boyce Mfg. Co. Ltd.

rates specified in Schedule II to the Act; these rates are considered as the minimum rates. If management's estimate
of the useful life of the fixed asset is shorter than that envisaged in Schedule II, depreciation is provided at a
higher rate based on management’s estimate of the useful life. Accordingly, in respect of the commercial
construction projects, on some items of equipment at the project sites, depreciation is provided at a higher rate
based on useful life of the assets estimated at 5 years, compared to 15 years specified in Schedule II.
Moreover, in respect of special-purpose machinery used in the contract-manufacturing of precision components and
systems, depreciation is charged over the period of such manufacturing contracts. In respect of
additions to/deductions from the assets, the depreciation on such assets is calculated on a pro rata basis
from/upto the month of such addition/deduction. Assets costing less than Rs. 5,000 are fully depreciated in the
year of purchase/acquisition. Leasehold Land and Buildings are amortised over the period of the lease. The cost
of fixed assets not ready for their intended use at the balance sheet date is disclosed under capital work-in-progress.
Intangible assets comprising of Technical Know-how and Trade Marks are amortised on straight-line basis at
the rate of 16.67%; capitalised Computer Software costs relating to the ERP system, are amortised on straight
line basis at the rate of 20%.
ii. Investment properties
a. The Company has elected to continue with the carrying value for all of its investment property as recognised in its Indian
GAAP financial statements as deemed cost at the transition date, viz., 1st April, 2015.
b. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition,
investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.
c. The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the recognition
criteria are met. When significant parts of the investment property are required to be replaced at intervals, the Company
depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognized in
profit or loss as incurred.
d. The Company follows the straight line method for charging depreciation on investment property over estimated useful
lives prescribed in Schedule II to the Companies Act, 2013.
e. Though the Company measures investment property using cost based measurement, the fair value of investment property
is disclosed in the notes.
f. Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn
from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds
and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.
iii. Intangible assets and goodwill
a. Recognition and measurement
Intangible assets, including patents and trademarks, which are acquired by the Company and have finite useful lives are
measured at cost less accumulated amortisation and any accumulated impairment losses.
b. Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to
which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in
profit or loss as incurred.
c. Amortisation
Intangible assets are amortised over their estimated useful life on straight line method.
iv. Investment in Subsidiaries, Joint Ventures and Associates
Non-current investments in subsidiaries, associates and joint ventures are stated at cost (unless otherwise stated);
however, for any diminution other than temporary in the value of investments, the book value is reduced
to recognise the decline. In cases where these investments are carried at their book values, which are higher than
their fair values, the diminution in the value of such investments is considered to be of a temporary nature, in view
of the Company's long-term financial involvement in such investee companies.
v. Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.

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Annual Report and Accounts 2016-17

a. Financial assets
(i) Classification:
The Company shall classify financial assets as subsequently measured at amortised cost, fair value through other
comprehensive income or fair value through profit or loss on the basis of its business model for managing the
financial assets and the contractual cash flow characteristics of the financial asset.
(ii) Initial recognition and measurement:
Equity investments
(a) All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for
trading are classified as at FVTPL. For all other equity instruments, the Company classifies the same at FVOCI. The
classification is made on initial recognition and is irrevocable.
(b) All fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of
the amounts from OCI to profit and loss, even on sale of investment. However, the Company may transfer the
cumulative gain or loss within equity.
(c) Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in
the profit and loss.

b. Financial liabilities
(i) Classification
The Company classifies all financial liabilities as subsequently measured at amortised cost, except for financial
liabilities at fair value through profit or loss. Such liabilities, shall be subsequently measured at fair value.
(ii) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans
and borrowings, payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net
of directly attributable and incremental transaction cost.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are
an integral part of the Effective Interest Rate (EIR). The EIR amortisation is included as finance costs in the statement
of profit and loss.
The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts,
financial guarantee contracts and derivative financial instruments.
(iii) Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the
terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognised in the statement of profit or loss.
(c) Derivative financial instruments
The Company uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency
risks . Such derivative financial instruments are initially recognised at fair value on the date on which a derivative
contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets
when the fair value is positive and as financial liabilities when the fair value is negative.
vi. Inventories
Trade Inventories:
Raw Materials, Loose Tools, Stores, Spares, etc. are valued at lower of weighted average cost and estimated net
realisable value.
Work-in-Process (other than Construction Projects) is valued at lower of estimated cost (consisting of direct
material and direct labour costs plus appropriate factory overheads) and estimated net realisable value.
Finished Goods are valued at lower of average cost and estimated net realisable value; cost includes purchase,
conversion, appropriate factory overheads, any taxes or duties and other costs incurred for bringing the

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Godrej & Boyce Mfg. Co. Ltd.

inventories to their present location and condition. Spares and Components for after-sales service are valued at
lower of average cost and estimated net realisable value.
Obsolete and damaged inventories, and other anticipated losses are adequately provided for, wherever considered
necessary.
Construction Projects:
In respect of the commercial construction projects promoted / developed on the company’s land, construction work-in-
progress is valued at estimated cost consisting of the cost of land (forming part of the project), development, construction
and other related costs.
vii. Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash on hand, bank balances and short-term deposits with an
original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined
above.
viii. Borrowing costs
Borrowing costs that are directly attributable to the acquisition or construction of an asset that necessarily takes a
substantial period of time to get ready for its intended use are capitalised as part of the cost of that asset till the date it is
ready for its intended use or sale. Other borrowing costs are recognised as an expense in the period in which they are
incurred.
ix. Provisions and Contingent Liabilities and Contingent Assets
A provision is recognised only when there is a present obligation as a result of a past event that probably requires
an outflow of resources to settle the obligation and in respect of which a reliable estimate can be made. Provision is
not discounted to its present value and is determined based on the best estimate required to settle the obligation at
the balance sheet date. A disclosure for a contingent liability is made when there is a possible obligation or a
present obligation that may, but probably will not, require an outflow of resources. When there is a possible
obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or
disclosure is made.
Provisions and Contingent Liabilities and Contingent Assets are reviewed at each balance sheet date. Contingent
Assets and related income are recognised when it becomes reasonably certain that inflow of economic benefit will arise.
A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the
contract and the expected net cost of continuing with the contract. Before a provision is established, the Company
recognises any impairment loss on the assets associated with that contract.

x. Revenue Recognition
(a) Sale of goods
The Company recognizes revenues on the sale of products, net of discounts, sales incentives and rebates granted.
Sales are recognised when significant risks and rewards of ownership in the goods are transferred to the buyer.
Revenues are recognized when collectability of the resulting receivable is reasonably assured.
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of
returns and allowances, trade discounts and volume rebates.
(b) Lease Rentals:
The group has determined that the payments to the lessor are structured to increase in line with expected general
inflation to compensate for the lessor’s expected inflationary cost increases. Accordingly rental income arising from
operating leases on investment properties is accounted for on an accrual basis as per the terms of the lease contract
and is included in revenue in the statement of profit or loss due to its operating nature.
(c) Revenue from construction contracts for industrial products / equipment.
Industrial products/equipment are constructed based on specifically negotiated contracts with customers. Contract
revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive
payments, to the extent that it is probable that they will result in revenue and can be measured reliably.
If the outcome of a construction contract can be estimated reliably, then contract revenue is recognised in profit or
loss in proportion to the stage of completion of the contract. The stage of completion is based on percentage of
actual cost incurred up to the reporting date to the total estimated cost of the contract. Otherwise, contract revenue
is recognised only to the extent of contract costs incurred that are likely to be recoverable.

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Annual Report and Accounts 2016-17

Contract expenses are recognised as incurred unless they create an asset related to future contract activity. An
expected loss on a contract is recognised immediately in profit or loss.
(d) Revenue from rendering of services
Revenue from service transactions is recognised as per agreements/arrangements with the customer when the
related services are rendered/provided. If the services under a single arrangement are rendered in different
reporting periods, then the consideration is allocated on a relative fair value basis.
(e) Sale from multiple element arrangement
Sales of goods and services sometimes involve the provision of multiple elements. In these cases, the Company
determines whether the contract or arrangement contains more than one unit of accounting. If certain criteria are
met, foremost if the delivered element(s) has (have) value to the customer on a stand-alone basis, the arrangement
is separated and the appropriate revenue recognition convention is then applied to each separate unit of accounting.
Generally, the total arrangement consideration is allocated to the separate units of accounting based on their relative
fair values. If the criteria for the separation of units of accounting are not met, revenue is deferred until such criteria
are met or until the period in which the last undelivered element is delivered.
(f) Revenue from Real Estate Transaction:
i. The “Percentage of Completion Method” of accounting is followed where revenue from sale of properties is
recognized in Statement of Profit & Loss in proportion to the actual cost incurred as against the total estimated cost
of projects under execution with the Company on transfer of significant risk and rewards to the buyer. Up to March
31, 2012 revenue was recognised only if the actual project cost incurred is 20% or more of the total estimated project
cost.
ii. Effective April 1, 2012, in accordance with the “Guidance Note on Accounting for Real Estate Transactions (Revised
2012)” (Guidance Note), all projects commencing on or after the said date or projects which have already
commenced, but where the revenue is recognised for the first time on or after the above date, Construction revenue
on such projects have been recognised on percentage of completion method provided the following thresholds have
been met: (a) All critical approvals necessary for the commencement have been obtained; (b) The expenditure
incurred on construction and development costs is not less than 25 percent of the total estimated construction and
development costs; (c) At least 25 percent of the saleable project area is secured by contracts or agreements with
buyers; and (d) At least 10 percent of the agreement value is realized at the reporting date in respect of such
contracts and it is reasonable to expect that the parties to such contracts will comply with the payment terms as
defined in the contracts.
iii. Effective April 1, 2016, construction revenue for all projects commencing on or after the said date or projects
which have already commenced, but where the revenue is recognised for the first time on or after the above date,
have been recognised in accordance with the “Guidance Note on Accounting for Real Estate Transactions (for entities
to whom Ind AS is applicable)”. Principle enunciated in said guidance note is substantially similar to the guidance
note on accounting for real estate transaction issued by the Institute of Chartered Accountants of India (ICAI) in 2012.

iv. Income from operation of commercial complexes is recognised over the tenure of the lease / service agreement.
(g) Loyalty programme
Sales is allocated between the loyalty programme and the other components of the transaction. The amount
allocated to the loyalty programme is deferred, and is recognised as revenue when the Company has fulfilled its
obligations to supply the discounted products under the terms of the programme or when it is no longer probable
that the points under the programme will be redeemed.

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Godrej & Boyce Mfg. Co. Ltd.

xi. Employee benefits


a. Short term employee benefits (payable wholly within twelve months of rendering the service)
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount
expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of
past service provided by the employee and the obligation can be estimated reliably.
b. Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
The Company’s contributions paid/payable to Managerial Superannuation Fund, Employees’ State Insurance
Scheme, Employees’ Pension Schemes, 1995 and other funds, are determined under the relevant approved
schemes and/or statutes, and are recognised as expense in the Statement of Profit and Loss during the period
in which the employee renders the related service. There are no further obligations other than the
contributions payable to the approved trusts/appropriate authorities.
c. Defined benefit plans
The Company’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating
the amount of future benefit that employees have earned in the current and prior periods, discounting that amount
and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit
credit method.
Re-measurement of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan
assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately
in OCI. Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate,
used to measure the net defined liability (asset), to the net defined liability (asset) at the start of the financial year
after taking into account any changes as a result of contribution and benefit payments during the year. Net interest
expense and other expenses related to defined benefit plans are recognised in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to
past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Company recognises
gains and losses on the settlement of a defined benefit plan when the settlement occurs.
However, the Rules of the Company's Provident Fund (PF) administered by an approved Trust, require that if
the Board of Trustees is unable to pay interest at the rate declared for the Employees’ Provident Fund by the
Government under para 60 of the Employees’ Provident Fund Scheme, 1952, for the reason that the return
on investment is less or for any other reason, then the deficiency shall be made good by the Company.
d. Other long-term employee benefits
The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that
employees have earned in return for their service in the current and prior periods. That benefit is discounted to
determine its present value. Re-measurement are recognised in profit or loss in the period in which they arise. Other
employee benefits include leave encashment/long-term compensated absences schemes.
xii. Finance income and finance costs
The Company’s finance income and finance costs include, interest income, interest expense, dividend
income, the foreign currency gain or loss on financial assets and financial liabilities.
Interest income or expense is recognised using the effective interest rate method. Dividend income is recognised in profit or
loss on the date on which the Company’s right to receive payment is established.
xiii. Foreign currency transactions
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange
rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are
translated into the functional currency at the exchange rate when the fair value was determined. Foreign currency
differences are generally recognised in profit or loss. Non-monetary items which are carried in terms of historical cost
denominated in a foreign currency, are reported using the exchange rate at the date of the transaction.
xiv. Income Taxes
Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to
a business combination, or items recognised directly in equity or in OCI.

70
Annual Report and Accounts 2016-17

a. Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or
substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.
Current tax assets and liabilities are offset only if, the Company:
(i) has a legally enforceable right to set off the recognised amounts; and
(ii) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
b. Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
(i) temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss;
(ii) temporary differences related to investments in subsidiaries and associates to the extent that the Group is able to
control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the
foreseeable future; and
(iii) taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to
the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax
assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits
improves.
Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that it has
become probable that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they
reverse, using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the
Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if:
a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and
b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on
the same taxable entity.
Deferred tax asset / liabilities in respect of on temporary differences which originate and reverse during the tax holiday
period are not recognised. Deferred tax assets / liabilities in respect of temporary differences that originate during the tax
holiday period but reverse after the tax holiday period are recognised. Deferred tax assets on unabsorbed tax losses and tax
depreciation are recognised only to the extent that there is virtual certainty supported by convincing evidence of their
realisation and on other items when there is reasonable certainty of realisation. The tax effect is calculated on the
accumulated timing differences at the year-end based on the tax rates and laws enacted or substantially enacted on the
balance sheet date.
Minimum Alternate Tax (MAT) Credit Entitlement is recognised as an asset only when and to the extent there is
convincing evidence that the Company will pay normal income tax during the specified period in which such credit
can be carried forward for set-off. The carrying amount of MAT Credit Entitlement is reviewed at each balance sheet date.
xv. Leases (where the Company is the lessor)
In its Estate Leasing operations, the assets subject to operating leases are included in investment property. Lease
income is recognised in the Statement of Profit and Loss on a straight-line basis over the lease term. Costs, including
depreciation, are recognized as an expense in the Statement of Profit and Loss. Initial direct costs such as legal costs,
brokerage costs, etc. are recognised immediately in the Statement of Profit and Loss.

71
Godrej & Boyce Mfg. Co. Ltd.

xvi. Product warranty expense under service warranty obligation


In respect of products sold by the Company, which carry a specified warranty, future costs that will be incurred by the
Company in carrying out its contractual warranty obligations are estimated and accounted for on accrual basis.
xvii. Research And Development Expenses:
Revenue expenditure pertaining to research and development is charged to Statement of Profit and Loss under the
natural head of expense. Capital expenditure on research and development is shown as addition to Property, Plant and
Equipment and depreciation is provided on such assets as applicable.
xviii. Earnings per share
Basic and diluted earnings per share is computed by dividing the profit/(loss) after tax by the weighted average
number of equity shares outstanding during the year.
xix. Segment Reporting
Operating Segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker.

H. Transition to Ind AS reporting


As stated in Note 1B, the Company's financial statements for the year ended 31st March, 2017 are the first annual financial
statements prepared in compliance with Ind AS.
The adoption of Ind AS was carried out in accordance with Ind AS 101, using 1st April, 2015 as the transition date. Ind AS 101
requires that all Ind AS standards that are effective for the first Ind AS Financial Statements for the year ended 31st March, 2017,
be applied consistently and retrospectively for all fiscal years presented.
All applicable Ind AS have been applied consistently and retrospectively wherever required. The resulting difference between the
carrying amounts of the assets and liabilities in the financial statements under both Ind AS and Previous GAAP as of the Transition
Date have been recognized directly in equity at the Transition Date.
In preparing these financial statements, the Company has availed itself of certain exemptions and exceptions in accordance with
Ind AS 101 as explained below:
(i) Exemptions from retrospective application:
(a) Property, plant and equipment, investment property and intangibles exemption: The Company has elected to apply the
exemption available under Ind AS 101 to continue the carrying value for all of its property, plant and equipment, investment
properties and intangibles as recognised in the financial statements as at the date of transition to Ind ASs, measured as per
the previous GAAP and use that as its deemed cost as at the date of transition (1st April, 2015).
(b) Derecognition of financial assets and financial liabilities: The Company has opted to apply the exemption available under Ind
AS 101 to apply the derecognition criteria of Ind AS 109 prospectively for the transactions occurring on or after the date of
transition to Ind AS.
(c) Investment in subsidiaries and associates: The Company has elected to apply the exemption available under Ind AS 101 to
continue the carrying value for its investments in subsidiaries and associates and property, plant and equipment, as
recognised in the financial statements as at the date of transition to Ind ASs, measured as per the previous GAAP as at the
date of transition (1st April, 2015).
(ii) Reconciliations: The following reconciliations provide a quantification of the effect of significant differences arising from the
transition from Previous GAAP to Ind AS in accordance with Ind AS 101:
– equity as at 1st April, 2015;
– equity as at 31st March, 2016;
– total comprehensive income for the year ended 31st March, 2016; and
– explanation of material adjustments to cash flow statements.

72
Annual Report and Accounts 2016-17

2.A. PROPERTY, PLANT AND EQUIPMENT


(Rupees in crore)
Tangible Assets
Freehold Leasehold Freehold Leasehold Plant & Furniture & Vehicles/ Office Total
Particulars Land Land Buildings Buildings Equipment Fixtures Vessels Equipment

COST OF ASSETS
Gross Block as at 1/4/2016 285.95 46.46 447.80 15.48 721.50 47.94 13.99 48.38 1,627.51
Adjustment pursuant to the Scheme of
Amalgamation of Cartini India Ltd. with - 1.18 32.65 - 39.11 1.07 - 0.50 74.51
the Company
Capital Work-in-Progress as at
- - 241.49 - 79.28 2.40 - 3.08 326.25
1/4/2016
Adjustment pursuant to the Scheme of
Amalgamation of Cartini India Ltd. with - - 3.88 - 0.66 - - - 4.55
the Company

Capital Expenditure during the year 14.75 41.85 315.43 2.40 166.61 7.33 0.12 13.85 562.33
Capital Work-in-Progress as at
- - (329.82) - (72.39) (2.17) (0.02) (6.69) (411.09)
31/3/2017
Additions 14.75 41.85 230.98 2.40 174.16 7.56 0.10 10.24 482.04
Deductions - - (4.54) - (4.44) (0.26) (0.08) (0.66) (9.98)
Gross Block as at 31/3/2017 300.70 89.49 706.89 17.88 930.33 56.31 14.01 58.46 2,174.08

DEPRECIATION

Total Depreciation upto 31/3/2016 - 0.58 12.77 1.86 110.69 8.50 1.00 10.80 146.19
Depreciation for the year - 0.90 18.47 2.25 125.16 9.00 1.00 11.98 168.76
Depreciation on Deductions - - 0.19 - (2.06) (0.10) (0.07) (0.28) (2.32)
Total Depreciation upto 31/3/2017 - 1.48 31.43 4.11 233.78 17.40 1.93 22.50 312.63

NET BOOK VALUE


Net Block as at 31/3/2017 300.70 88.01 675.46 13.77 696.55 38.91 12.08 35.96 1,861.45
Capital Work-in-progress - - 329.82 - 72.39 2.17 0.02 6.69 411.09
Total as at 31/3/2017 300.70 88.01 1,005.28 13.77 768.94 41.08 12.10 42.65 2,272.54

Intangible Assets (other than internally generated)


Goodwill Computer Technical Trademarks Total
Software Know-how
Particulars

COST OF ASSETS
Gross Block as at 1/4/2016 - 6.60 0.96 0.13 7.69
Additions - 0.08 - - 0.08
Deductions - - - - -
Gross Block as at 31/3/2017 - 6.68 0.96 0.13 7.77

AMORTIZATION
Total upto 31/3/2016 - 2.12 0.43 0.04 2.59
Charge for the year - 2.31 0.43 0.04 2.78
Deductions - - - - -
Total Amortization upto 31/3/2017 - 4.43 0.86 0.08 5.37

NET BOOK VALUE


As at 31/3/2017 - 2.25 0.10 0.05 2.40
Capital Work-in-progress 14.45 - - 14.45

73
Godrej & Boyce Mfg. Co. Ltd.

2.A. PROPERTY, PLANT AND EQUIPMENT


(Rupees in crore)
Tangible Assets
Freehold Leasehold Freehold Leasehold Plant & Furniture & Vehicles/ Office Total
Particulars
Land Land Buildings Buildings Equipment Fixtures Vessels Equipment
COST OF ASSETS
Deemed Cost as at 1/4/2015 218.75 46.46 410.60 11.71 577.25 33.75 13.61 34.96 1,347.09
Capital Work-in-Progress as at
- - 78.30 - 68.27 10.65 0.01 5.06 162.29
1/4/2015
Capital Expenditure during the year 67.20 - 205.35 3.77 160.13 6.77 0.37 11.89 455.48
Capital Work-in-Progress as at
- - (241.49) - (79.28) (2.40) - (3.08) (326.25)
31/3/2016
Additions 67.20 - 42.16 3.77 149.10 15.02 0.39 13.86 291.49
Deductions - - (4.96) - (4.85) (0.83) (0.00) (0.44) (11.08)
Gross Block as at 31/3/2016 285.95 46.46 447.80 15.48 721.50 47.94 13.99 48.38 1,627.51

ACCUMULATED DEPRECIATION

Total Depreciation upto 1/4/2015 - - - - - - - - -


Depreciation for the year - 0.58 12.77 1.86 111.02 8.55 1.00 10.88 146.66
Depreciation on Deductions - - (0.00) - (0.33) (0.05) (0.00) (0.08) (0.47)
Total Depreciation upto 31/3/2016 - 0.58 12.77 1.86 110.69 8.50 1.00 10.80 146.19

NET BOOK VALUE


Net Block as at 31/3/2016 285.95 45.88 435.03 13.62 610.82 39.44 12.99 37.58 1,481.32
Capital Work-in-progress - - 241.49 - 79.28 2.40 - 3.08 326.25
Total as at 31/3/2016 285.95 45.88 676.52 13.62 690.10 41.84 12.99 40.66 1,807.57

Intangible Assets (other than internally generated)


Computer Technical Trademarks Total
Particulars
Software Know-how
COST OF ASSETS
Deemed Cost as at 1/4/2015 5.86 0.96 0.13 6.95
Additions 0.74 - - 0.74
Deductions - - - -
Gross Block as at 31/3/2016 6.60 0.96 0.13 7.69

ACCUMULATED DEPRECIATION/AMORTIZATION
Charge for the year 2.12 0.43 0.04 2.59
Deductions - - - -
Total Depreciation /Amortization upto 31/3/2016 2.12 0.43 0.04 2.59

NET BOOK VALUE


As at 31/3/2016 4.48 0.53 0.09 5.10

Note: The Company has availed the deemed cost exemption in relation to the property, plant and equipment on the date of transition
and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer notes
below for the gross block value and the accumulated depreciation on April 1, 2015 under the previous GAAP.

Freehold Leasehold Freehold Leasehold Plant & Furniture & Vehicles/ Office
Land Land Buildings Buildings Equipment Fixtures Vessels Equipment
Particulars Total

Tangible Assets Deemed Cost as on 1/4/2015:


Gross Block as at 1/4/2015 218.61 49.22 525.64 12.44 1,372.96 75.10 18.11 72.25 2,344.33
Accumulated Depreciation upto
- 2.76 116.41 0.73 803.29 41.42 4.52 37.58 1,006.71
1/4/2015
Net Block treated as deemed cost
218.61 46.46 409.23 11.71 569.67 33.68 13.59 34.67 1,337.62
upon transition
Add: Capitalisation of Toolings 1.20 1.20
Net Block 218.61 46.46 409.23 11.71 570.87 33.68 13.59 34.67 1,338.82
Add: Additions pursuant to Business
0.14 - 1.37 - 6.38 0.07 0.02 0.29 8.27
Combinations
Net Block as deemed cost upon
218.75 46.46 410.60 11.71 577.25 33.75 13.61 34.96 1,347.09
transition
Computer Technical Trademarks
Intangible Assets Deemed Cost as on 1/4/2015: Total
Software Know-how
Gross Block as at 1/4/2015 9.72 8.64 0.25 18.61
Accumulated Depreciation upto 1/4/2015 3.88 7.68 0.12 11.68
Net Block treated as deemed cost upon transition 5.84 0.96 0.13 6.93
Add: Additions pursuant to Business Combinations 0.02 - - 0.02
Net Block as deemed cost upon transition 5.86 0.96 0.13 6.95

74
Annual Report and Accounts 2016-17

2.B. INVESTMENT PROPERTY


(Rupees in crore)
COST OF ASSETS
Deemed Cost as at 1/4/2015 270.54
Additions 4.83
Deductions -
Gross Block as at 31/3/2016 275.37
Additions -
Deductions (1.51)
Gross Block as at 31/3/2017 273.86

ACCUMULATED DEPRECIATION
Total Depreciation upto 1/4/2015 -
Depreciation for the year 8.39
Depreciation on Deductions -
Total Depreciation upto 31/3/2016 8.39
Depreciation for the year 7.08
Depreciation on Deductions (0.58)
Total Depreciation upto 31/3/2017 14.89

NET BOOK VALUE


Net Block as at 31/3/2016 266.98
Net Block as at 31/3/2017 258.97

Deemed Cost as on 1/4/2015


Gross Block as at 1/4/2015 299.20
Accumulated Depreciation upto 1/4/2015 28.66
Net Block treated as deemed cost upon transition 270.54

Note: The Company has availed the deemed cost exemption in relation to the investment property on the date of transition and
hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer notes above for
the gross block value and the accumulated depreciation on April 1, 2015 under the previous GAAP.
(Rupees in crore)
2016-17 2015-16
Rental Income derived from investment properties 217.09 238.84
Direct operating expenses (including repairs and maintenance)
generating rental income 43.41 44.80
Profit arising from investment properties 173.68 194.04

As at 31 March 2017 and 31 March 2016, the fair values of the properties are Rs. 2,126 crore and Rs. 1,964 crore respectively.
These valuations are based on discounted cash flow method
Reconciliation of fair value: (Rupees in crore)
Opening balance as at 01/04/2015 1,882.00
Fair value differences 82.00
Purchases -
Opening balance as at 31/03/2016 1,964.00
Fair value differences 162.00
Purchases -
Closing balance as at 31/03/2017 2,126.00
The Company has applied the method of Discounted Cash Flow projections based on reliable estimates of future cash flows.
Description of valuation technique and key inputs to valuation on investment properties:
Valuation Significant unobservable inputs Range (weighted average)
Discounted Cash Flow Rent growth p.a. 5%
Long term vacancy 0%
Discount rate 15%

75
Godrej & Boyce Mfg. Co. Ltd.

Notes:
(a) In respect of the Company’s freehold land situated at Thane (transferred on Amalgamation of the erstwhile
Lawkim Ltd. with the Company):
(i) Land admeasuring approximately one acre was the subject matter of dispute. The Company has filed an appeal in
the Hon'ble High Court of Judicature at Bombay, against the Order dated 23rd December, 2004 passed by the Third
Additional District Judge, Thane. The Company has also registered notice of lis pendens dated 17th May,2005 with the
Registrar of Sub-Assurance.
(ii) A part of the land was acquired by the Thane Municipal Corporation and the Company has an option for the
Transferable Development Rights (TDR) as compensation for the said acquisition. Pending the receipt of such
compensation by the Company in the form of TDR, no adjustment has been made in the books in this regard.
(b) Freehold Land includes (i) leasehold rights in perpetuity and (ii) transferable development rights (TDRs). Freehold
Buildings include investments representing shares in ownership of flats.
(c) Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs. 29.61 crore
(as at 31-03-2016: Rs. 48.43 crore).
(d) The additions to Freehold Land, includes Rs. 17.84 crore, pertaining to carrying value of Land of the three wholly-owned
subsidiaries merged with the Company, with effect from, 1st April, 2015. [Refer Note 50 (v)]

(Rupees in crore)
As at As at As at
31-03-2017 31-03-2016 01-04-2015
3. INVESTMENTS IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
(at cost unless otherwise specified)
GRAND SUMMARY
TRADE INVESTMENTS
(a) Subsidiary companies
Equity Shares 70.57 1,183.51 1,112.15
Preference Shares/Preferred Stock 45.59 40.59 15.90
116.16 1,224.10 1,128.05
(b) Associate companies
Equity Shares - 256.33 255.00
Common Stock 33.59 33.59 17.84
Contribution towards Capital of an LLP 2.67 2.12 1.88
36.26 292.04 274.72
(c) Joint Venture company
Equity Shares 0.75 0.75 0.75
153.17 1,516.89 1,403.52

OTHER INVESTMENTS 5,239.75 113.83 9.30

(a) QUOTED
(At Amortised Cost)
(1) Investments in Equity Shares in direct Subsidiary
Companies (with the Company's direct holdings in
excess of 50% of the equity share capital)
(i) Nil (as at 31-03-2016: 19,39,04,681) Equity Shares of Re. 1 each in
Godrej Industries Ltd. (GIL) – at Book Value (See Note 1. below) - 257.77 257.77
- 257.77 257.77

76
Annual Report and Accounts 2016-17

(Rupees in crore)
As at As at As at
31-03-2017 31-03-2016 01-04-2015

(2) Investments in Equity Shares in other Subsidiary


Companies (where the Company owns directly and indirectly through
one or more subsidiaries, more than one-half of the equity share capital)
(i) As at 31-03-2016: 11,85,03,815 Equity Shares of
Re. 1 each in Godrej Consumer Products Ltd. – At Book Value
(6,60,000 shares sold during the year 2014-15) (See Note 1. below) - 283.24 284.82
(ii) As at 31-03-2016: 106,50,688 Equity Shares of Rs. 5 each in Godrej
Properties Ltd. (12,55,000 shares purchased during the year
2014-15)(See Note 1. below) - 485.12 405.95
- 768.36 690.77
(3) Investments in Equity Shares in an Associate Company:
(i) Nil (as at 31-03-2016: 2,01,54,008) Equity Shares of Rs. 2 each in
Geometric Ltd., valued at deemed cost as per Ind AS 101, the previous
GAAP carrying amount of Rs. 7.27 crore as on 1st April, 2015 has been
recognized at fair value of Rs. 203.38 crore, resulting in an adjustment to
the extent of Rs. 196.11 crore. 79,79,008 shares at a carrying amount of
Rs. 51.62 crores were received pursuant to a business combination.
[Refer Note 50 (ii) - Amalgamation of Godrej Investments Pvt. Ltd. with
the Company] . During the year, these shares were exchanged for shares
in HCL Technologies Ltd. and 3DPLM Software Solutions Ltd. on
demerger of the Business Undertaking of erstwhile Geometric Ltd with
HCL Technologies Ltd. and amalgamation of Remaining Undertaking of
esrtwhile Geometric Ltd. with 3DPLM Software Solutions Ltd. [Refer
Note 4 (a) (iii) and 4(b)(2)] - 256.33 255.00
Total Quoted Non-current Trade Investments - 1,282.46 1,203.54

(b) UNQUOTED
(At Amortised Cost)
(1) Investments in Equity Shares in direct Subsidiary Companies
(i) 5,050 Equity Shares of Rs.100 each in Godrej Infotech Ltd. 1.05 1.05 1.05
(ii) Nil (as at 31-03-2016: 3,09,410) Equity Shares of RM 10 each in
Godrej (Malaysia)Sdn. Bhd. [G(M)] [after deducting Rs. 5.22 crore
in respect of the value of shares in Mercury Manufacturing
Company Ltd. received from the liquidator of G(M) - 0.81 6.04
(iii) Nil (as at 31-03-2015: 50,000) Equity Shares of Rs. 10 each in
East View Estates Pvt. Ltd. (see Note 2. below) - - 0.94
(iv) Nil (as at 31-03-2015: 10,000) Equity Shares of Rs. 10 each in
Firstrock Infrastructure Pvt. Ltd. (see Note 2. below) - - 6.94
(v) Nil (as at 31-03-2015: 10) Equity Shares of Rs. 10 each in
Miracletouch Developers Pvt. Ltd. (see Note 2. below) - - 7.83
(vi) 2,00,000 Equity Shares of Rs. 10 each in India Circus Retail
Private Ltd. (purchased at face value during the year 2015-16) 0.20 0.20 -
(vii) 48,723 Equity Shares of S$ 10 each in Godrej (Singapore) Pte. Ltd. 24.83 24.83 24.83
(viii) 98,170 (as at 31-03-2015: 54700) Equity Shares of € 46 each in
Veromatic International BV., the Netherlands (43,470 shares
subscribed during the year 2015-16) [excluding diminution (other
than temporary) in the value of investment amounting
to Rs. 43.02 crore recognized in the year 2011-12] 42.63 42.63 28.12
(ix) 3,00,000 Shares ("common stock with no par value") of Godrej
Americas Inc. USA. 1.86 1.86 1.86
70.57 71.38 77.61

77
Godrej & Boyce Mfg. Co. Ltd.

Notes:
1. Pursuant to a resolution passed at an extraordinary general meeting, of the Company: (a) the entire holding of 19,39,04,681
shares in Godrej Industries Ltd.(GIL), was transferred to Vora Soaps Ltd. - a promoter group company - without consideration; and (b)
9,35,00,000 shares held by the Company in Godrej Consumer Products Ltd. (GCPL) were transferred to Godrej Seeds and Genetics
Ltd. - a promoter group company - without consideration.
Consequently, the Company is no longer the holding company of GIL, GCPL and their respective subsidiaries. Hence, investments in
GCPL and Godrej Properties Ltd. (a subsidiary of Godrej Industries Ltd.) at the end of the year are classified as Other Equity
instruments.
2. The three wholly-owned subsidiaries (items iii, iv, and v) have been amalgamated with the Company with effect from 1st April,
2015, and the book value of the investments therein have been adjusted against Capital Reserve [Note 50 (v)].
(Rupees in crore)
As at As at As at
31-03-2017 31-03-2016 01-04-2015

(2) Investments in Equity Shares in other Subsidiary Companies (where


the Company owns directly and indirectly through one or more
subsidiaries, more than one-half of the equity share capital)
(i) Nil (as at 31-03-2016: 26,53,000) Equity Shares of Rs. 10 each in
Godrej Agrovet Ltd. (26,53,000 Bonus shares issued during the year
and 53,06,000 shares sold during the year) - 86.00 86.00
(3) Investments in Equity Shares of Joint Ventures
(i) 7,50,000 Equity Shares of Rs. 10 each in Godrej Consoveyo Logistics
Automation Ltd. (formerly Godrej Efacec Automation & Robotics Ltd.) 0.75 0.75 0.75
(4) Investments in Equity Shares of Associates
(i) Contribution towards 19.66% of an Associate, Urban Electric Power
Inc,USA (16,21,539 common units @ 3.25 per unit) 33.59 33.59 17.84
(5) Investments in Preference Shares of Subsidiary Companies
(i) Nil (as at 31-03-2015: 9,990) Preference Shares of Rs. 10 each in
Miracletouch Developers Pvt. Ltd. - [ see item (b) (1) (v) and
Note 2 above] - - 0.01
(ii) 2,30,00,000 (as at 31-03-2016: 1,80,00,000) 6% Optionally
Convertible Non-Cumulative Redeemable Preference
Shares of Rs.10 each in India Circus Retail Private Ltd.
(50,00,000 shares subscribed during the year) 23.00 18.00 -
(iii) 6,70,121 Series A Preferred Stock shares of par value $0.001 each
in Sheetak Inc., USA 6.71 6.71 6.71
(iv) 9,42,506 (as at 31-3-2015: 5,80,004) Series B Preferred Stock
shares of par value $0.001 each in Sheetak Inc., USA
(3,62,502 shares subscribed during the year 2015-16) 15.88 15.88 9.18
45.59 40.59 15.90
(6) Investments in Limited Liability Partnership Firms
(i) Contribution towards 50% of the Fixed Capital of Godrej & Boyce
Enterprises LLP* - - -
(ii) Contribution towards 20% of the Capital of Future Factory LLP
(including share of profit of Rs. 0.55 crore booked during the year;
previous year: Rs.0.24 crore) 2.67 2.12 1.88
(a) Total capital of the Firm: Rs. 2.67 crore
(b) Names of other Partners and % share in Capital:
Mr. Jashish Navin Kambli - 56%
Mrs. Geetika Kambli - 24%
*(Amount less than Rs.50,000) 2.67 2.12 1.88
Total Unquoted Non-current Trade Investments 153.17 234.43 199.98
Grand Total 153.17 1,516.89 1,403.52

78
Annual Report and Accounts 2016-17

(Rupees in crore)
As at As at As at
31-03-2017 31-03-2016 01-04-2015

C. DISCLOSURE

(a) Aggregate amount of Quoted Investments - 1,282.46 1,203.54


(b) Market Value of Quoted Investments - 23,784.00 19,539.00
(c) Aggregate amount of Unquoted Investments 153.17 234.43 199.98
153.17 1,516.89 1,403.52
(d) Aggregate amount of Impairment in the value of Investments - - -

4. OTHER INVESTMENTS
(a) QUOTED
Investments in Equity Shares (Fully Paid up unless stated otherwise)
(At Fair Value Through Other Comprehensive Income):
(i) 2,50,03,815 (as at 31-03-2016: 11,85,03,815) Equity Shares of
Re. 1 each in Godrej Consumer Products Ltd.
(9,35,00,000 shares transferred to a promoter group company
during the year 2016-17) (6,60,000 shares sold during the year
2015-16) 4,179.14 - -
(ii) 1,06,50,688 Equity Shares of Rs. 5 each in Godrej
Properties Ltd.(12,55,000 shares purchased during
the year 2015-16) 410.64 - -
(iii) 46,86,976 Equity Shares of Rs. 2 each in HCL Technologies Ltd.
(28,31,393 shares received on demerger of Business Undertaking
of erstwhile Geometric Ltd. with HCL Technologies Ltd., in exchange
of 1,21,75,000 shares held in erstwhile Geometric Ltd. by the
Company. Moreover, 18,55,583 shares received in exchange of
79,79,008 shares held by Godrej Investments Pvt. Ltd., which merged
with the Company from the appointed date of 29th March, 2017.) 409.99 - -
(iv) 12,000 Equity Shares of Rs. 10 each in Central Bank of India 0.13 0.09 0.13
(v) 52,590 Equity Shares of Rs. 2 each in Housing Development
Finance Corporation Ltd. 7.90 5.81 6.92
(vi) 68,65,666 Common Shares of par value USD 0.001 in Verseon
Corporation USA (purchased during the year 2015-16 at a total
cost of Rs.100.57 crores) 85.88 98.91 -
Total Quoted Non-current Non-Trade Other Investments 5,093.68 104.81 7.05
(b) UNQUOTED
(1) Investments in Equity Shares
(i) 50 Equity Shares of Rs. 50 each in Godrej & Boyce Employees’
Co-operative Consumer Society Ltd.* - - -
(ii) 1,000 Equity Shares of Rs. 10 each in Super Bazar Cooperative
Stores Ltd.* - - -

79
Godrej & Boyce Mfg. Co. Ltd.

(Rupees in crore)
As at As at As at
31-03-2017 31-03-2016 01-04-2015

(iii) 1,000 Equity Shares of Rs. 10 each in Saraswat Co-operative


Bank Ltd. 0.02 0.02 0.02
(iv) 4,000 Equity Shares of Rs. 25 each in The Zoroastrian Co-operative
Bank Ltd. 0.10 0.10 0.09
(v) 2 Equity Shares of Rs. 10 each in Brihat Trading Private Ltd.* - - -
(vi) 100 Equity Shares of Rs. 100 each in Gharda Chemicals Ltd.
(Shares have not been registered in the Company’s name) 0.10 0.10 0.10
(vii) 1,823 Equity Shares of Rs.10 each in Edayar Zinc Ltd. (erstwhile
Binani Zinc Ltd)- At Book Value* - - -
(viii) 15,000 Equity Shares of Rs. 1,000 each in
Global Innovation and Technology Alliance (a limited company
under the purview of Section 8 of the Companies Act, 2013) 1.50 1.50 1.00
(ix) 84,375 Equity Shares of Rs.10 each in Nimbua Greenfield(Punjab)Ltd. 1.07 1.07 1.04
(x) Contribution towards 19.61% of the Capital of
Proboscis Inc., USA (25,000 shares of par value USD 0.01) 6.23 6.23 -
(xi) 1400 Shares of Rs.10 each in Godrej One Premises Management
Pvt. Ltd.* - - -

(2) Investments in Preference Shares


(i) 2,01,54,008 7% Redeemable Preference Shares of Rs. 68 each in
3DPLM Software Solutions Ltd. (1,21,75,000 shares received on
amalgamation of Remaining Undertaking of erstwhile Geometric Ltd.
with 3DPLM Software Solutions Ltd., in exchange of 1,21, 75,000 shares
held in erstwhile Geometric Ltd by the Company. Moreover,
79,79,008 shares received in exchange of 79,79,008 shares held by
Godrej Investments Pvt. Ltd., which merged with the Company from the
appointed date of 29th March, 2017.) [Refer item (a) (iii) above] 137.05 - -
Total Unquoted Non-current Non-Trade Other Investments 146.07 9.02 2.25
*(Amount less than Rs.50,000)
Grand Total 5,239.75 113.83 9.30

C. DISCLOSURE
(a) Aggregate amount of Quoted Investments and market value thereof 5,093.68 104.81 7.05
(b) Aggregate amount of Unquoted Investments 146.07 9.02 2.25
5,239.75 113.83 9.30
(c) Aggregate amount of Impairment in the value of Investments - - -
Non-current investments in Subsidiaries, Associates and Joint Ventures are stated
at cost (unless otherwise stated) as per Ind AS 27; however, for any diminution,
other than temporary in the value of investments, the book value is reduced to
recognise the decline. In cases where these investments are carried at their book
values, which are higher than their fair values, the diminution in the value of such
investments is considered to be of a temporary nature, in view of the Company's
long-term financial involvement in such investee companies.

5. TRADE RECEIVABLES
Unsecured and considered good 7.44 12.50 69.66
Unsecured and considered doubtful 138.46 117.58 103.10
Less: Allowances for doubtful receivables (138.46) (117.58) (103.10)
- - -
Total 7.44 12.50 69.66

80
Annual Report and Accounts 2016-17

(Rupees in crore)
As at As at As at
31-03-2017 31-03-2016 01-04-2015

6. LOANS (Unsecured, Considered Good)


(a) Deposits 29.39 49.68 45.85
(b) Other Loans and Advances 6.12 8.99 5.63
Total 35.51 58.67 51.48
(i) Other Loans and Advances include non-current components of advances
and deposits made.

7. OTHER NON-CURRENT FINANCIAL ASSETS


(a) Other Non-current Assets [including Rs. Nil due from Godrej
Vikhroli Properties LLP (as at 31-03-2016: Rs. 108.93 crore), (as at
31-03-2015: Rs. 251.93 crore), in respect of sale/assignment
of immovable property] 1.79 110.12 258.77
1.79 110.12 258.77

8. OTHER NON-CURRENT ASSETS


(a) Capital Advances 17.06 57.86 106.25
Total 17.06 57.86 106.25

9. INVENTORIES (At lower of Cost and Net Realisable Value)


(a) Raw Materials (includes raw materials in transit: Rs. 7.81 Crore;
as at 31-03-2016: Rs. 4.42 Crore; as at 31-03-2015: Rs. 5.75 Crore) 394.94 370.00 380.22
(b) Work-in-Process 384.96 412.51 473.15
Add: Increase in stock pursuant to business combinations 1.90 4.29 1.12
(c) Finished Goods 619.42 485.14 444.22
Add: Increase in stock pursuant to business combinations 0.33 0.24 0.65
(d) Stock in Trade (includes goods in transit: Rs. 0.89 Crore; as at
31-03-2016: Rs. 1.50 Crore; as at 31-03-2015: Rs. 4.19 Crore) 334.99 298.75 298.41
(e) Spares and Components for after-sales service 83.88 78.53 74.97
(f) Stores, Spares, etc. 26.11 20.14 17.99
(g) Loose Tools 2.18 2.29 2.20
(h) Construction Work-in-Progress (Property Development
Activity and Projects for Industrial Products / Equipment) 245.20 154.34 29.98
(includes Rs. 45.3 crore of FSI purchased during the year)
Total 2,093.91 1,826.23 1,722.91
Break-up of Inventories
(a) Raw Materials
(i) Mild Steel 115.88 83.17 75.64
(ii) Others 279.06 286.83 304.58
394.94 370.00 380.22

81
Godrej & Boyce Mfg. Co. Ltd.

(Rupees in crore)
As at As at As at
31-03-2017 31-03-2016 01-04-2015

(b) Work-in-Process
(i) Consumer Durables 126.00 121.09 125.62
(ii) Industrial Products 258.96 291.42 347.53
384.96 412.51 473.15
(c) Finished Goods
(i) Manufactured:
(1) Consumer Durables 584.20 465.13 414.05
(2) Industrial Products 35.22 20.01 30.17
619.42 485.14 444.22
(ii) Traded
(1) Consumer Durables 319.97 288.78 288.17
(2) Industrial Products 14.78 9.53 9.90
(3) Others 0.24 0.44 0.34
334.99 298.75 298.41
Total 954.41 783.89 742.63

10. CURRENT INVESTMENTS


(a) Quoted, Fully Paid-Up, at Fair Value through Profit or Loss (FVTPL)
Investments in Mutual Funds
(i) 5,00,000 units of DWS Hybrid Fixed Term Fund - Series 23 0.58 - -
(ii) 3,859 units of Templeton India Short Term Income Fund -G 1.31 - -
(iii) 5,00,000 units of ICICI Prudential Captial Protection Oriented
Fund Series V Plan D(1100D) 0.66 - -
(iv) 10,00,000 units of ICICI Prudential Captial Protection Oriented
Fund Series VI (1100D) 1.20 - -
(v) 10,00,000 units of Reliance Dual Advantage Fixed Tenure Fund V 1.15 - -
(vi) 15,00,000 units of Reliance Dual Advantage Fixed Tenure Fund VI 1.74 - -
6.64 - -
(b) Unquoted Investments in Tax-Free Bonds
(i) 1,236 National Highway Authority of India Bonds of Rs.1,000 each 0.12 - -
Total 6.76 - -
(a) Aggregate amount of Quoted Investments and market value thereof 6.64 - -
(b) Aggregate amount of Unquoted Investments 0.12 - -

11. TRADE RECEIVABLES


Unsecured, Considered Good 1,998.12 1,713.52 1,804.75
Note: For amounts due from related parties - Refer Note 52.

82
Annual Report and Accounts 2016-17

(Rupees in crore)
As at As at As at
31-03-2017 31-03-2016 01-04-2015
12. CASH AND BANK BALANCES
(A) Cash and Cash Equivalents
(i) Balances with Banks on Current Accounts 25.81 18.77 10.33
(ii) Cash on Hand 1.39 1.59 1.83
Total Cash and Cash Equivalents 27.20 20.36 12.16

(B) Bank Balance other than above


(i) Deposit Accounts (Earmarked for Statutory Deposit
Repayment Reserve Account net of amounts utilised for
repayment of public deposits) 57.00 42.00 49.00
(ii) Other earmarked Accounts 22.71 19.76 8.62
Total Bank Balance 79.71 61.76 57.62
Total 106.91 82.12 69.78

13. LOANS (Unsecured, Considered Good)


(a) Loans to subsidiary companies
(i) East View Estates Private Ltd. - - 4.55
(ii) Firstrock Infrastructure Private Ltd. - - 12.32
(iii) Miracletouch Developers Private Ltd. - - 9.14
- - 26.01
These loans, made for repayment of existing borrowings, carried
an interest rate of 8% p.a. and were payable/renewable after 180 days.
(b) Advances Recoverable 81.42 87.36 67.90
Total 81.42 87.36 93.91
Advances recoverable include amount due from a subsidiary
company, Godrej Infotech Ltd. - - 1.57

14. OTHER CURRENT FINANCIAL ASSETS (Unsecured, Considered Good)


(a) Due from Godrej Vikhroli Properties LLP in respect of sale/assignment
of immovable property 108.93 143.00 120.00
(b) Deposits 20.67 15.73 24.15
(c) Derivative Assets 10.80 8.49 0.94
(d) Unbilled Revenue 354.45 269.93 58.93
Total 494.85 437.15 204.02

15. OTHER CURRENT ASSETS (Unsecured, Considered Good)


(a) Advances to Suppliers 68.72 69.98 61.50
(b) Balances with Customs, Central Excise, Port Trust and other Authorities 87.72 70.48 44.54
(c) Prepaid Expenses 17.28 12.10 11.88
(d) Unamortised Guarantee Commission 1.76 1.37 1.05
(e) Other Current Assets 81.32 71.95 44.93
Total 256.80 225.88 163.90

83
Godrej & Boyce Mfg. Co. Ltd.

(Rupees in crore)
16. EQUITY SHARE CAPITAL As at As at As at
(a) Authorised: 31-03-2017 31-03-2016 01-04-2015
(i) 1,100,000 Equity Shares of Rs. 100 each 11.00 11.00 11.00
(ii) 900,000 Cumulative Redeemable Preference Shares of Rs. 100 each 9.00 9.00 9.00
20.00 20.00 20.00
(b) Issued, Subscribed and Paid Up:
678,448 (as at 31/3/2016: 662,910) Equity Shares of Rs. 100 each fully paid up 6.78 6.63 6.63
(1) The Company does not have any holding company.
(2) Details of equity shareholders holding more than 5% shares in the Company are given below:

As at 31/03/2017 As at 31/03/2016 As at 31/03/2015


Number % holding Number % holding Number % holding
(i) Godrej Investments Private Limited - an investing
associate [See Note (5) below] 1,77,432 26.15% 1,77,432 26.77% 1,77,432 26.77%
(ii) Trustees, Pirojsha Godrej Foundation - a public
charitable trust 1,57,500 23.22% 1,57,500 23.76% 1,57,500 23.76%
(iii) Mr. R.K. Naoroji - - 65,594 9.89% 65,594 9.89%
(iv) Mr. R.K. Naoroji, Mr. N.B. Godrej & Ms. Nyrika
Holkar, Partners, M/s. RKN Enterprises 68,699 10.13% - - - -
(v) Mr. N.B. Godrej 67,193 9.90% 65,593 9.89% 65,593 9.89%
(vi) Ms. S.V. Crishna 35,333 5.21% 35,333 5.33% 35,333 5.33%
(vii) Mr. A.B. Godrej 36,746 5.41% - - - -

(3) Terms/rights attached to equity shares: The Company has only one class of equity shares having a par value of Rs.100 per share. Each
holder of equity shares is entitled to one vote per share. Accordingly, all equity shares rank equally with regard to dividends and share in
the Company's residual assets. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in
proportion to the number of equity shares held.
(4) During the year under review, the Company's Equity Share Capital has increased from Rs. 6.63 Crore to Rs. 6.78 Crore. Pursuant to the
sanction of the Scheme of Amalgamation of Cartini India Ltd. (CIL) with the Company, by the Hon'ble High Court Judicature at Bombay,
15,538 equity shares of the Company have been allotted during the year as fully paid up, to the equity shareholders of CIL, without
payment being received in cash. During the period of five years immediately preceeding the previous reporting date, there has been
no change in the Company's share capital.
(5) The National Company Law Tribunal has by its Order dated 23rd August, 2017, approved the Scheme of Amalgamation of Godrej
Investments Pvt. Ltd. (GIPL) with the Company, with the appointed date of 29th March, 2017. Accordingly, 1,77,429 equity shares of
Rs. 100 each of the Company will be issued to the shareholders of GIPL.
(Rupees in crore)
As at As at
17. OTHER EQUITY 31-03-2017 31-03-2016

(a) Capital Reserve 52.94 44.67


(b) Securities Premium Reserve 20.08 20.08
(c) General Reserve 645.85 636.42
(d) Debenture Redemption Reserve 20.83 -
(e) Retained Earnings 2,629.30 2,788.77
(f) Items of Other Comprehensive Income 4,386.36 (6.09)
Total 7,755.36 3,483.85

(1) The Directors do not propose any Final Dividend for the year.
(2) Capital Reserve: During amalgamation, the excess of net assets taken, over the cost of consideration paid by the Company
are treated as capital reserve.
(3) Securities Premium Reserve: The amount received in excess of the face value of equity shares, is recognised as Securities
Premium Reserve. The reserve can be utilised in accordance with the provisions of the Companies Act, 2013.
(4) General Reserve: The Company transferred a portion of the net profits before declaring dividend, to general reserve, pursuant
to the provisions of the Companies Act, 1956. Transfer to general reserve is not mandatory under the Companies Act, 2013.
(5) Debenture Redemption Reserve: Reserve has been created at 25% of the value of debentures, apportioned over the tenure of the debentures.
(6) Retained Earnings: Retained earnings are the profits earned till date, less transfers to general reserve, debenture redemption
reserve and distribution of dividend and provision for tax thereon.

84
Annual Report and Accounts 2016-17

(Rupees in crore)
As at 31/03/2017 As at 31/03/2016 As at 01/04/2015

Non-current Current Non-current Current Non-current Current


portion maturities portion maturities portion maturities
18. NON-CURRENT BORROWINGS
(a) Secured Redeemable Non-Convertible Debentures (NCDs)
(i) 8.90% (3 Years) 2019 Series I Debentures
(alloted on 01/03/2016) 249.13 - 248.78 - - -
(ii) 9.00% (5 Years) 2021 Series II Debentures
(alloted on 08/03/2016) 249.27 - 249.12 - - -
498.40 - 497.90 - - -

(b) Secured Term Loans from Banks and Financial Institutions


(i) Term Loan from The Zoroastrian Co-operative Bank Ltd. 2.50 2.52 5.05 3.15 7.56 2.52
(ii) Term Loan from Housing Development Finance
Corporation Ltd. (HDFC) - - - 0.37 0.36 0.38
2.50 2.52 5.05 3.52 7.92 2.90

(c) Unsecured
(i) Interest-free Loans under the Sales Tax Deferral
Scheme of Maharashtra State Government 40.01 7.20 47.38 4.60 51.99 2.11
(ii) Fixed Deposits 587.39 155.89 578.25 144.52 303.72 278.00
627.40 163.09 625.63 149.12 355.71 280.11

Total 1,128.30 165.61 1,128.58 152.64 363.63 283.01

(i) Privately-placed NCDs issued by the Company are secured by a first ranking charge by way of a registered mortgage on the specified
immovable properties of the Company situated at Mumbai. These NCDs are redeemable at par on 22-04-2019 (series I)
and 22-04-2021 (Series II). Interest on these NCDs is payable quarterly. As per the Companies (Share Capital and Debentures)
Rules, 2014, para 18(7), the Company is required to create a Debenture Redemption Reserve of 25% of the value of debentures;
it is also required to invest 15% of the amount of its debentures maturing during the next financial year. The Company has
created a debenture redemption reserve of Rs. 20.83 crore.
(ii) Term Loan from The Zoroastrian Co-operative Bank Ltd. is secured by way of hypothecation of specified machinery and equipment.
It carries a floating interest rate of 10.50% p.a. (10.50% p.a. as at 31-03-2016; 10.50% p.a. as at 31-03-2015), which is 2% p.a. below
Bank's Minimum Lending Rate of 12.50% p.a., subject to a minimum of 9.00% p.a. and a maximum of 12.50% p.a., and is repayable in
8 quarterly installments (7 installments of Rs. 0.63 crore each and last installment of Rs. 0.66 crore starting from 30-06-2017 and
ending on 24-03-2019).
(iii) Term Loan from HDFC Ltd. is secured by first equitable mortgage of specified immovable properties situated at Mumbai.
It carries a floating interest rate of 12.75% p.a. (12.90% p.a. as at 31-03-2016; 13.10% p.a. as at 31-03-2015), which is 4.75% p.a.
below HDFC-CPLR of 17.65% p.a. This loan is fully repaid on 31-03-2017.
(iv) Interest-free Loans under the Sales Tax Deferral Schemes of Maharashtra State Government is payable in annual
instalments as may be prescribed in the Schemes, beginning from 21-04-2017 and continuing upto '21-04-2023.
(v) Fixed Deposits from employees and public carry interest rates ranging from 8.50% p.a. to 9.75% p.a. payable monthly or
half-yearly, and have a maturity period of 3 years from the respective dates of deposit.
(vi) Current maturities of Long-term Borrowings are disclosed under the head "Other Current Financial Liabilities" (Note 24)
(Rupees in crore)
As at As at As at
31/03/2017 31/03/2016 01/04/2015

19. OTHER NON-CURRENT FINANCIAL LIABILITIES


(a) Dealers’ Deposits 39.58 36.97 32.95
(b) Sundry Deposits and Advances 129.13 97.65 124.79
(c) Other Liabilities 120.57 117.78 47.44
(d) Rent received in advance 5.59 4.28 5.33
Total 294.87 256.68 210.51

85
Godrej & Boyce Mfg. Co. Ltd.

(i) Sundry Deposits and Advances include: (a) Rs. 24.80 crore (as at 31-3-2016: Rs. 24.80) received towards hand-over of possession of land to a
public utility, and (b) Rs. 0.75 crore (as at 31-3-2016: Rs. 0.75 crore) received towards Compensation against Land acquired. These amounts have
not been adjusted in the accounts in view of pending suit/proceedings.
(Rupees in crore)
Current Provisions Non-current Provisions
As at As at As at As at As at As at
31/03/2017 31/03/2016 01/04/2015 31/03/2017 31/03/2016 01/04/2015
20. NON-CURRENT PROVISIONS
(a) Provision for Free Service under Product Warranties 24.10 23.99 18.92 31.71 20.39 19.25
(b) Provision for Employee Benefits 7.32 8.19 7.65 35.21 30.82 27.41
Total 31.42 32.18 26.57 66.92 51.21 46.66

(i) Current provisions are disclosed under the head


"Current Provisions" (Note 26) As at As at As at
(ii) Movement of Provisions during the year: 31/03/2017 31/03/2016 01-04-2015
Provision for Free Service under Product Warranties during the year:
Opening Balance 44.39 38.16 33.20
Add: Provision during the year 44.76 42.34 42.58
89.15 80.50 75.78
Less: Utilisation during the year 33.34 36.11 37.62
Closing Balance 55.81 44.39 38.16

21. DEFERRED TAX ASSETS / LIABILITIES AND TAX EXPENSE


(A) INCOME TAXES (Rupees in crore)
(a) Amounts recognised in Profit and Loss
Particulars Current Year Previous Year
Current income tax 107.00 50.74
Deferred income tax (net)
Origination and Reversal of Tax on Temporary Differences 4.41 (8.27)
Tax expense for the year 111.41 42.47

(b) Amounts recognised in other comprehensive income (Rupees in crore)


For the year ended 31/03/ 2017 For the year ended 31/03/2016
Particulars Before tax Tax Net of tax Before tax Tax (expense) Net of tax
(expense) benefit
benefit
Remeasurements of defined benefit plans (6.51) 1.95 (4.56) (4.94) 1.68 (3.26)
Fair valuation of investments in equity shares 4,232.80 (3.95) 4,228.85 (2.78) 0.94 (1.84)
4,226.29 (2.00) 4,224.29 (7.72) 2.62 (5.10)

(c) Reconciliation of effective tax rate (Rupees in crore)


Particulars Current Year Previous Year
Profit before tax 132.15 406.08
Tax using the Company’s domestic tax rate 45.73 140.54
Tax effect of:
Tax impact of income not subject to tax (221.42) (94.10)
Tax impact of expenses subject to tax 288.56 -
Impact of 80IC (3.90) (3.27)
Tax effects of amounts which are not deductible for taxable income (1.75) 1.85
Realised loss on foreign currency transactions pertaining to import of fixed assets (0.14) (0.45)
Disallowance u/s 14A of expenses (not interest) (0.07) 0.42
Adjustment for currect tax of prior period (0.03) 0.54
Transfer from Construction Project Reserve in respect of completed project taxed at capital
gains tax rate (which will be considered for taxation only after certain conditions are fullfilled
and there is also a capital loss on sale of investment which was available for set off) - (3.83)
Others - 1.31
Tax Expense Recognised 106.98 43.01

86
Annual Report and Accounts 2016-17

21. (B) DEFERRED TAX ASSETS / LIABILITIES (NET)


MOVEMENT IN DEFERRED TAX BALANCES
(Rupees in crore)
Movement during the year As at 31/03/2017
Particulars Net balance Recognised Recognised Net Deferred tax Deferred tax
01/04/2016 in profit or in OCI asset liability
loss
Deferred tax assets / (liabilities)
Property, plant and equipment (124.00) (31.00) - (155.00) - (155.00)
Provision for Doubtful Debts / Advances 41.00 29.00 - 70.00 70.00 -
Expenditure accrued but disallowed & to be
claimed in future on payment basis (43B items) :
Leave Encashment Provision 13.42 1.58 - 15.00 15.00 -
Excise duty 9.00 (9.00) - - - -
Kolkatta Branch Entry Tax 4.64 2.36 - 7.00 7.00 -
Debtors and cost of goods sold 27.25 (27.25) - - - -
Unbilled Revenue and work-in-process (11.00) 11.00 - - - -
Others (18.40) 18.27 - (0.13) - (0.13)
Adjustments pursuant to business combinations (4.99) 0.62 (4.37) (4.37)
Remeasurement of Defined Benefit Liability 1.63 - 1.94 3.57 - 3.57
Fair valuation of investments - - 0.06 0.06 - 0.06
Tax Adjustments of prior years - 4.43 - - - -
(61.45) 0.02 2.00 (63.87) 92.00 (155.87)
MAT Credit Entitlement 158.19 - - 70.19 70.19
Deferred Tax Assets / (Liabilities) 96.74 0.02 2.00 6.32 92.00 (85.68)

MOVEMENT IN DEFERRED TAX BALANCES (Rupees in crore)


Movement during the year As at 31/03/2016
Particulars Net balance Recognised Recognised Net Deferred tax Deferred tax
01/04/2015 in profit or in OCI asset liability
loss
Deferred tax assets /(liabilities)
Property, plant and equipment (133.50) 9.50 - (124.00) - (124.00)
Provision for Doubtful Debts / Advances 35.68 5.32 - 41.00 41.00 -
Expenditure accrued but disallowed & to be
claimed in future on payment basis (43B items) :
Leave Encashment Provision 12.00 1.42 - 13.42 13.42 -
Excise duty 9.32 (0.32) - 9.00 9.00 -
Kolkatta Branch Entry Tax 2.56 2.08 - 4.64 4.64 -
Debtors and cost of goods sold 27.38 (0.13) - 27.25 27.25 -
Unbilled Revenue and work-in-process (10.99) (0.01) - (11.00) - (11.00)
Others (1.80) (16.60) - (18.40) (18.40) -
Tax Adjustments of prior years - (0.54) -
Remeasurement of Defined Benefit Liability - - (1.63) 1.63 1.63 -
Adjustments pursuant to business combinations (0.30) - (0.28) 0.23 (0.51)
(59.65) 0.72 (1.63) (56.74) 78.77 (135.51)
MAT Credit Entitlement 151.19 (7.00) - 158.19 - 158.19
Deferred Tax Assets / (Liabilities) 91.54 (6.28) (1.63) 101.45 78.77 22.68

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current
tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
Significant management judgment is required in determining provision for income tax, deferred income tax assets and liabilities
and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable
income in which the relevant entity operates and the period over which deferred income tax assets will be recovered.
As on 31-03-2017, the tax liability with respect to the dividends proposed is Rs. Nil (as at 31-03-2016 : Rs. Nil, as at 1-04-2015: Rs. 32.76 crores)

87
Godrej & Boyce Mfg. Co. Ltd.

(Rupees in crore)
As at As at As at
31-03-2017 31-03-2016 01-04-2015
22. CURRENT BORROWINGS
(a) Secured
(i) Working Capital Facilities from Banks (Net) 288.55 237.53 436.14
(ii) Export Credits from Export-Import Bank of India under a revolving credit limit 267.00 349.00 316.00
555.55 586.53 752.14
(b) Unsecured
(i) Deposits/Short-term Loans from Companies 104.50 150.05 195.22
(ii) Deposits from Shareholders 72.90 90.65 37.15
(iii) Short-term Loans from Banks 150.00 120.00 295.00
(iv) Other Borrowings 175.53 210.13 164.78
(v) Acceptances 124.82 116.48 -
627.75 687.31 692.15
Total 1,183.30 1,273.84 1,444.29

(i) Working Capital Facilities from Banks are secured by a first pari passu charge by way of
hypothecation of inventories and book debts. They carry interest rates ranging from 9.00% p.a. to
10.25% p.a. and are generally renewable each year.
(ii) Export Credits from Export-Import Bank of India are secured by first equitable mortgage of
specified immovable properties situated at Mumbai. They carry an interest rate of 8.75% p.a
(excluding interest subvention of 3% and are payable/ renewable after 180 days.
(iii) Deposits/Short-term Loans from Companies carry an interest rate of 8.50% p.a. to 9.00% p.a.
payable monthly and quarterly, and have a maturity period of 3 months or 6 months from the
respective dates of deposit; and include deposits from an associate Godrej Investments Pvt. Ltd.: Rs.
75.69 crore (as at 31-3-2016: Rs.109.36 crore; as at 31-3-2015: Rs.44.59 crore).
(iv) Deposits from Shareholders have a maturity period of 3 months from the respective dates of
deposit, and carry an interest rate of 8.75% p.a. payable at the month-end and at maturity.
(v) In respect of Negotiable Commercial Paper, the maximum balance outstanding during the year
was Rs. 600 crore (Previous Year: Rs. 325 crore).
(vi) Short-term Loans from Banks carry an interest rate of 7.85% to 9.35% p.a. and are
payable/renewable after 1 month/12 months.
(vii) Other Borrowings are Buyers Credit from Banks, due and payable in foreign currency, and carry
interest rates ranging from 1.35% to 1.51% p.a.

23. TRADE PAYABLES (Current)


(a) Due to Micro and Small Enterprises (Refer note i below) 95.26 71.95 65.35
(b) Other Trade Payables 1,007.21 804.04 746.41
(c) Due to Related Parties (Refer note ii below) 9.13 8.11 1.46
(d) Acceptances - - 138.09
Total 1,111.60 884.10 951.31
Notes:
(i) No interest during the year has been paid or payable under the terms of the MSMED Act.
The above information has been compiled by the Company on the basis of information made
available by vendors during the year.
(ii) For amounts due to related parties - Refer Note 52.

88
Annual Report and Accounts 2016-17

(Rupees in crore)
As at As at As at
31-03-2017 31-03-2016 01-04-2015

24. OTHER CURRENT FINANCIAL LIABILITIES


(a) Current maturities of long-term borrowings (Note 18] 165.61 152.64 283.01
(b) Interest accrued but not due on borrowings 2.46 4.40 4.67
(c) Employee benefits payable 214.30 196.96 192.46
(d) Unclaimed Fixed Deposits (matured deposits not claimed on due dates) 5.08 9.54 4.06
(e) Derivative Liability 11.36 2.71 1.23
(f) Other financial liabilities 347.68 378.95 275.62
Total 746.49 745.20 761.05

25. OTHER CURRENT LIABILITIES


(a) Advances from Customers 606.52 423.34 405.59
(b) Statutory dues including provident fund and tax deducted at source 153.87 149.31 108.89
(c) Deferred Revenue - (Services and Sales Incentive Scheme) 18.76 11.75 4.99
Total 779.15 584.40 519.47
(i) There is no amount due and outstanding to be credited to the Investor Education
and Protection Fund, in respect of matured but unclaimed Fixed Deposits
and any unclaimed interest.
(ii) Other Payables include accrued expenses and creditors for capital procurement.

26. CURRENT PROVISIONS


(a) Provision for Free Service under Product Warranties 24.10 23.99 18.92
(b) Provision for Employee Benefits 7.32 8.19 7.65
(c) Provision for Loss on Onerous Contracts - 0.01 0.02
Total 31.42 32.19 26.59

89
Godrej & Boyce Mfg. Co. Ltd.

27. CONTINGENT LIABILITIES AND COMMITMENTS


(a) Guarantees given by the Company’s Bankers against counter-guarantees given by the Company: Rs. 1,253.65 crore
(as at 31-03-2016: Rs. 1,064.46 crore; as at 31-03-2015: Rs. 927.05 crore).
(b) Guarantees given by the Company’s Bankers on behalf of subsidiary/associate companies against counter-guarantees
given by the Company: Rs. 12.45 crore (as at 31-03-2016: Rs. 10.35 crore; as at 31-03-2015: Rs. 7.13 crore).
(c) Corporate Guarantees given to Bankers to secure credit facilities extended by them to a subsidiary and an associate
company: Rs. 103.74 crore (as at 31-03-2016: Rs. 59.67 crore; as at 31-03-2015: Rs. 35.84 crore)
(d) Guarantees given by Export-Import Bank of India, against the security of first equitable mortgage of specified immovable
properties situated at Vikhroli, Mumbai: Rs. 210.70 crore (as at 31-03-2016: Rs. 111.27 crore; as at 31-03-2015: Rs. 38.54 crore).
(e) Excise Duty/Service Tax/Sales Tax/Property Tax demands/Income tax in dispute and pending at various stages of appeal:
Rs. 77.11 crore (as at 31-3-2016: Rs. 198.29 crore; as at 31-3-2015: Rs. 53.54 crore).
(f) The State of Maharashtra has filed a suit against the Company, being Suit No. 679 of 1973, in the High Court of Judicature
at Bombay, claiming ownership of part of the Company’s lands at Vikhroli, Mumbai. In the said Suit, which is still pending,
various claims have been raised, which are undetermined and not acknowledged as debts due by the Company. According
to the Company’s legal advisers, the Company has a complete defence against the plaintiff in the said Suit, and the said
Suit is not sustainable.
(g) Claims against the Company under the Industrial Disputes Act, 1947 - amount indeterminate.
(h) Other Contingent Liabilities: Rs. 0.63 crores
(i) Disputed Provident Fund liability for the period March 1996 to September 1997 arising on account of disapproval of infancy
benefit: Rs. 0.46 crore (as at 31-3-2016: Rs. 0.43 crore). The Supreme Court of India has allowed the Company's appeal
and set aside the judgment of the High Court of Punjab & Haryana; the matter has been remanded to the Regional
Provident Fund Commissioner for a fresh decision in accordance with law after hearing the parties concerned, expeditiously.
(j) Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs. 29.61 crore (as at 31-03-
2016: Rs. 48.43 crore).
Note: Future cash outflows in respect of items (d) to (g) above are determinable only on receipt of judgements/decisions
pending with various forums/authorities.
(Rupees in crore)
Current Year Previous Year

28. REVENUE FROM OPERATIONS


(a) Sale of Products 8,962.70 8,291.94
(b) Sale of Services 816.89 865.77
Net Sales (Products and Services) 9,779.59 9,157.71
(c) Other Operating Revenue:
(i) Scrap Sales 67.37 68.24
(ii) Leave and License Dues and Rent 22.98 20.44
(iii) Export Incentives 10.25 7.73
(iv) Transfer from Construction Projects Reserve - 11.07
(v) Sundry Receipts 29.64 31.39
130.24 138.87
Revenue from Operations 9,909.83 9,296.58

29. OTHER INCOME


(a) Interest Income (on financial assets carried at amortised cost) 9.10 17.55
(b) Dividends from Subsidiary Companies 68.37 136.56
(c) Other Dividends 0.11 7.55
(d) Profit on Sale of Current Investments (Net) 3.06 -
(e) Share of Profit in a firm (LLP) 0.56 0.24
(f) Profit on Sale/Disposal of Fixed Assets (Net) - 0.36
(g) Fair valuation of investments in mutual funds 1.14 -
Total 82.34 162.26

90
Annual Report and Accounts 2016-17

(Rupees in crore)
Current Year Previous Year

30. COST OF MATERIALS CONSUMED


Stocks of Raw Materials at the beginning of the year 370.00 380.22
Add: Raw Materials acquired pursuant to business combinations 17.79 -
Add: Raw Materials purchased during the year 3,526.63 3,340.20
Less: Sale of Raw Materials 18.01 27.35
3,896.41 3,693.07
Less: Stocks of Raw Materials at the close of the year 394.94 370.00
Total 3,501.47 3,323.07

31. PURCHASES OF STOCK-IN-TRADE (TRADED GOODS)


(a) Consumer Durables 1,681.84 1,598.49
(b) Industrial Products 342.13 293.68
(c) Others 158.58 71.58
Total 2,182.55 1,963.75

32. CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROCESS AND


STOCK-IN-TRADE
(a) Stocks at the beginning of the year:
(i) Finished Goods* 862.40 817.60
Add: Increase in stock pursuant to business combinations 0.66 0.65
(ii) Work-in-Process 412.51 473.15
Add: Increase in stock pursuant to business combinations 4.29 1.12
1,279.86 1,292.52
(b) Less: Stocks at the end of the year:
(i) Finished Goods* 1,038.29 862.41
Add: Increase in stock pursuant to business combinations 0.33 0.24
(ii) Work-in-Process 384.96 412.51
Add: Increase in stock pursuant to business combinations 1.90 4.29
1,425.48 1,279.45
(145.62) 13.07
(c) Less: Finished goods damaged/destroyed by fire - 18.69
Net change in Excise Duty on Finished Goods 13.31 2.77
Total (132.31) (2.85)
Opening Stock as on 1-4-2016 is higher than closing stock as on
31-03-2016, on account of stock received from the erstwhile Cartini India Ltd.,
and Mercury Manufacturing Co. Ltd. upon their merger with the Company.

33. EMPLOYEE BENEFITS EXPENSE


(a) Salaries, Wages and Bonus 1,020.22 954.36
(b) Company’s contribution to Employees’ Provident and other Funds 40.51 37.13
(c) Company’s contribution to Employees’ Gratuity Trust Fund 10.78 9.96
(d) Workmen and Staff Welfare Expenses 40.90 36.39
(e) Voluntary Retirement Compensation 0.25 0.28
Total 1,112.66 1,038.12

91
Godrej & Boyce Mfg. Co. Ltd.

(Rupees in crore)
Current Year Previous Year

34. PROPERTY DEVELOPMENT AND CONSTRUCTION EXPENSES (COMMERCIAL PROJECTS)


(a) Construction Work-in-Progress at the beginning of the year 154.35 29.98
(b) Add: Project Expenses incurred during the year:
(i) Development and Construction Expenses 54.32 98.78
(ii) Employee Remuneration and Benefits 7.42 3.83
(iii) Professional Charges 4.40 7.17
(iv) Purchase of TDR 45.21 -
(v) Others 34.48 36.79
145.83 146.57
(c) Less: Construction Work-in-Progress at the end of the year 245.20 154.35
Total 54.98 22.20

35. FINANCE COSTS


(a) Interest on Term Loans and Debentures 51.57 43.48
(b) Interest on Fixed Deposits and other Unsecured Loans 78.94 75.12
(c) Other Interest costs 70.26 80.12
200.77 198.72
(d) Less: Adjustments for Interest Capitalised 27.30 30.51
173.47 168.21
(e) Finance Charges 8.94 8.99
(f) Net (gain)/loss on foreign currency transactions/translations (attributable to finance costs) (6.57) (0.02)
Total 175.84 177.18

36. OTHER EXPENSES


(a) Stores, Spare Parts and Other Materials consumed 91.79 103.44
(b) Power and Fuel 134.11 131.30
(c) Rates and Taxes 39.56 49.84
(d) Insurance 14.64 12.29
(e) Repairs and Maintenance of Buildings 46.83 48.24
(f) Repairs and Maintenance of Machinery 17.75 16.63
(g) Technical Fees 2.50 1.92
(h) Royalty 16.62 0.55
(i) Rent [Note 54(a)] 96.53 87.02
(j) Establishment and Other Expenses [Notes 40 and 54(a)] 506.57 468.33
(k) Donations and Contributions 1.27 1.28
(l) Motor Car and Lorry Expenses [Note 54(a)] 21.57 29.39
(m) Freight, Transport and Delivery Charges 432.77 410.76
(n) Advertisement and Publicity 259.01 279.24
(o) Commission 47.77 46.22
(p) Professional Fees 138.08 128.03
(q) CSR Expenditure [Note 41] 5.07 5.33
(r) Bad Debts/Advances written off 20.97 17.90
(s) Provisions for Doubtful Debts 20.88 13.99
(t) Provision for Free Service under Product Warranties 8.72 5.70
(u) Loss on account of Finished Goods damaged/destroyed by fire (Net) - 2.04
(v) Loss on Sale/Disposal of Fixed Assets (Net) 1.39 -
(w) Provision for onerous contracts - (0.02)
Total 1,924.40 1,859.42

92
Annual Report and Accounts 2016-17

(Rupees in crore)
Current Year Previous Year

37. EXCEPTIONAL ITEMS


(a) Profit on Sale of Non-current Investments 114.73 77.48
(b) Transfer of investments in subsidiaries to promoter group companies (481.25) -
(c) Adjustment to carrying value of investments upon receipt of shares in HCL Technologies
Ltd. and 3DPLM Software Solutions Ltd., in exchange of investments in Geometric
Ltd. [Refer Note 4(a)(iii) and 4(b)(2)]. 124.14 -
Total (242.38) 77.48
Note:
Pursuant to a resolution passed at an extraordinary general meeting of the Company:
(i) the entire holding of 19,39,04,681 shares (book value Rs. 257.77 crores) in Godrej Industries
Ltd., was transferred to Vora Soaps Ltd. - a promoter group company - without consideration;
and
(ii) 9,35,00,000 shares (book value Rs. 223.48 crores) held by the Company in Godrej Consumer
Products Ltd. were transferred to Godrej Seeds and Genetics Ltd. - a promoter group company
- without consideration. The carrying value of the investments transferred to promoter group
companies as aforesaid, has been charged to the statement of profit and loss (Item V of the
Statement of Profit and Loss).

38. DISCLOSURE IN RESPECT OF PROPERTY DEVELOPMENT PROJECTS AND CONSTRUCTION


CONTRACTS
(a) Contract revenue recognised and shown under Sales for the year 582.34 486.10
(b) For all contracts in progress at the year-end:
(i) Aggregate amount of costs incurred and profits recognised (less recognised losses)
upto the balance sheet date 1,577.32 1,463.18
(ii) Advances received from customers as at the balance sheet date 226.47 48.61
(iii) Work-in-Progress at the end of the year 245.20 154.35
(iv) Excess of revenue recognised over actual bills raised 126.85 48.64
(v) Gross amount due to /(from) customers as at the balance sheet date 21.92 106.16
(c) The Company follows the Percentage of Completion Method to determine the project
revenue to be recognised for the year.
(d) The Company follows the Project Costs Incurred Method to determine the stage of
completion of each project.

39. COMMON EXPENSES SHARED BY A SUBSIDIARY COMPANY


Amounts recovered from a subsidiary company, Godrej Infotech Ltd., towards its share
of various common expenses incurred by the Company 2.91 2.98

40. AUDITORS’ REMUNERATION AND COST AUDIT FEES


Establishment & Other Expenses [Note 36 (j)] include:
(a) Remuneration of Auditors (net of Service Tax):
(i) For Statutory Audit 1.28 1.35
(ii) For Audit under other Statute 0.42 0.55
(iii) For Representation before Tax authorities 0.54 0.43
(iv) For Certification 0.35 0.39
(v) Reimbursement of Expenses 0.03 0.03
(b) Cost Audit Fees (including Reimbursement of Expenses) (net of Service Tax) 0.38 0.38

93
Godrej & Boyce Mfg. Co. Ltd.

(Rupees in crore)
Current Year Previous Year

41. EXPENDITURE INCURRED ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES 5.07 5.33


As per Section 135 of the Companies Act 2013 (the Act), the Company was required to
spend Rs. 5.07 crore, being 2% of the average net profits for the three immediately
preceding financial years (calculated in accordance with the provisions of Section 198
of the Act), in pursuance of its Corporate Social Responsibility Policy. The Company has,
however, spent a sum of Rs. 5.07 crore [refer note 36(q)] during the year on the following corporate
social responsibility activities: promoting education through employment enhancing
vocational skills to rural and urban youth; promoting healthcare and community
awareness campaigns about healthcare and sanitation in rural areas; and environmental
sustainability projects for maintaining quality of soil, air and water.

Amount spent during the year on: Already Paid Yet to be Paid Total
(i) Construction/Acquisition of any asset - - -
(ii) On purposes other than (i) above 5.07 - 5.07
5.07 - 5.07

42. EXCHANGE DIFFERENCES ON FOREIGN CURRENCY TRANSACTIONS


(a) Net exchange (gain)/loss arising on foreign currency transactions/translations dealt with
in the Statement of Profit and Loss under the related heads of expenses/income (22.38) (1.16)
(b) Net exchange (gain) / loss on mark to market of outstanding foreign exchange contracts
at the year end. 0.56 (5.60)

43. EARNINGS PER SHARE


(a) Profit after Taxes for the Year attributable to Equity Shareholders 25.17 363.07
(b) Number of Equity Shares of Rs.100 each issued and outstanding:
(i) At the end of the year 6,78,448 6,62,910
(ii) Weighted average number of Shares outstanding during the year 6,78,448 6,62,910
(c) Basic and Diluted Earnings per Share (a/b) (Statement of Profit and Loss, item XI) Rs. 371 Rs. 5,477

44. DETAILS OF SPECIFIED BANK NOTES (SBN)


In accordance with the Notification No.- G.S.R 308(E) issued by the Ministry of Corporate Affairs
dated March 30, 2017, the details of Specified Bank Notes(SBN) held and transacted during the
period November 8, 2016 to December 30, 2016 is provided in the table below:
(Rupees in crore)
SBN Other Total
(Specified denomination
Bank Notes) notes

Closing cash in hand as on 08-11-2016 1.71 0.19 1.90


Add: Permitted Receipts 2.09 0.02 2.11
Add: Other Receipts 0.21 5.23 5.44
Less: Permitted Payments 0.01 2.38 2.39
Less: Amount deposited in Banks 4.00 1.75 5.75
Closing cash in hand as on 30-12-2016 - 1.31 1.31
Note: Other Receipts include receipts on account of tour advance and IOUs.

94
Annual Report and Accounts 2016-17

45. DETAILS OF EMPLOYEE BENEFITS: (Rupees in crore)


Current Year Previous Year

(a) DEFINED BENEFIT PLAN - PROVIDENT FUND:


Amount contributed by the Company to the Employees’ Provident and other Funds
recognized as an expense and included under Employee Benefits Expense 40.51 37.13

(b) DEFINED BENEFIT PLAN – GRATUITY:


(i) Change in Present Value of Obligation :
Liability at the beginning of the year 155.29 143.28
Interest cost 12.51 11.46
Current service cost 10.03 8.95
Benefit paid (13.59) (14.42)
Actuarial (gain)/loss on obligations due to:
Financial Assumptions 4.64 (0.54)
Experience Adjustments 2.96 6.56
Liability at the end of the year 171.84 155.29

(ii) Change in Plan Assets:


Fair value of plan assets at the beginning of the year 139.89 130.02
Expected return on plan assets 11.31 10.40
Contributions by Employer 14.90 13.18
Benefit paid (13.59) (14.42)
Actuarial gain/(loss) on plan assets 1.09 1.08
Fair value of plan assets at the end of the year 153.60 139.89
Total actuarial gain/(loss) to be recognized (6.51) (4.94)

(iii) Amounts recognised in the Balance Sheet:


Liability at the end of the year 171.84 155.29
Fair value of plan assets at the end of the year 153.60 139.89
Difference (18.24) (15.40)
Amount recognised in the Balance Sheet (18.24) (15.40)

(iv) Amounts recognised in the Statement of Profit and Loss:


Current service cost 10.08 8.93
Interest cost 12.51 11.42
Expected return on plan assets (11.31) (10.37)
Total Expense recognised in the Statement of Profit and Loss 11.28 9.98

(v) Amounts recognised in the Other Comprehensive Income (OCI):


Acturial Gains/(Losses) on Obligation for the period 7.60 6.02
Return on plan assets, excluding interest income (1.09) (1.08)
Net (Income)/Expense for the period recognised in OCI 6.51 4.94

95
Godrej & Boyce Mfg. Co. Ltd.

Current Year Previous Year

(vi) Actuarial Assumptions:


Discount rate 7.20% 8.06%
Rate of return on plan assets 7.20% 8.06%
Salary escalation 7.00% 7.50%

(vii) Estimated Contribution to be made in next financial year 22.47 20.67

(c) GENERAL DESCRIPTION OF DEFINED BENEFIT PLAN – GRATUITY:


Gratuity is payable to all eligible employees of the Company on superannuation,
death or permanent disablement, in terms of the provisions of the Payment of
Gratuity Act, 1972, or as per the Company’s Scheme, whichever is more beneficial.

(d) MAJOR CATEGORY OF PLAN ASSETS RELATING TO GRATUITY:


(as a percentage of total plan assets:)
Government Securities 38.63% 35.64%
Special Deposit Scheme 17.47% 19.31%
Corporate Bonds 39.36% 41.29%
Equity 1.77% 0.83%
Others 2.77% 2.93%
Total 100.00% 100.00%

(e) DEFINED BENEFIT OBLIGATIONS


Year ending 31-March (Rupees in crore)
2018 34.02
2019 8.11
2020 13.82
2021 14.02
2022 13.22
Thereafter 61.19

(f) SENSITIVITY ANALYSIS


Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions constant, would have
affected the defined benefit obligation by the amounts shown below.
(Rupees in crore)
Current Year Previous Year
Increase Decrease Increase Decrease
Discount Rate (1% movement) (11.96) 14.00 (10.22) 11.90
Future Salary Growth (1% movement) 13.89 (12.09) 11.85 (10.36)
Rate of Employee Turnover (1% movement) 0.06 (0.08) 0.36 (0.43)

(Rupees in crore)
Current Year Previous Year

(g) OTHER LONG-TERM BENEFITS:


The defined benefit obligations in respect of Leave Encashment Benefit to
employees, which are provided for but not funded 42.53 39.01

96
Annual Report and Accounts 2016-17

46. Transition to Ind AS:


For the purposes of reporting as set out in Note 1, the basis of accounting has been transitioned from Indian generally accepted
accounting principles (“IGAAP”) to Indian Accounting Standards (Ind AS). The accounting policies set out in Note 1 have been applied in
preparing the financial statements for the year ended 31st March 2017, the comparative information presented in these financial
statements for the year ended 31st March, 2016 and in the preparation of an opening Ind AS balance sheet at 1st April, 2015 (the
“transition date”).
In preparing the Company's opening Ind AS balance sheet, the amounts as reported in financial statements prepared in accordance with
IGAAP have been adjusted. An explanation of how the transition from IGAAP to Ind AS has affected the Company's balance sheet,
statement of profit and loss is set out in the following tables and the notes that accompany the tables. On transition, the estimates
previously made under IGAAP were not revised, except where required by Ind AS.

(Rupees in crore)
Reconciliation of equity as at 1st April, 2015 Additions
As per Effects of pursuant to
Footnote Indian transition business As per
ref. GAAP to Ind AS combinations Ind AS
ASSETS
(1) NON-CURRENT ASSETS
(a) Property, Plant and Equipment 1 1,608.15 (269.29) 8.23 1,347.09
(b) Capital Work-in-progress 162.29 - - 162.29
(c) Investment Property 1 - 270.54 - 270.54
(d) Goodwill - - - -
(e) Other Intangible assets 6.93 - - 6.93
(f) Intangible assets under development - - - -
(g) Financial Assets
(i) Investments in Subsidiaries, Associates and Joint Venture 1,025.57 196.11 181.84 1,403.52
(ii) Others Investments 2 1.34 7.96 - 9.30
(iii) Trade Receivables 69.66 - - 69.66
(iv) Loans 52.13 (0.65) - 51.48
(v) Other Financial Assets 3 258.77 - - 258.77
(h) Deferred Tax Assets (net) 77.24 14.60 (0.30) 91.54
(i) Other Non-Current assets 105.60 (0.00) 0.65 106.25
Total Non-Current Assets 3,367.68 219.27 190.42 3,777.37

(2) CURRENT ASSETS


(a) Inventories 4 1,982.73 (271.18) 11.36 1,722.91
(b) Financial Assets -
(i) Trade Receivables 4 1,917.52 (125.69) 12.92 1,804.75
(ii) Cash and Cash Equivalents 8.93 (0.00) 3.23 12.16
(iii) Bank Balances other than (iii) above 50.48 0.01 7.13 57.62
(iv) Loans 93.51 0.00 0.40 93.91
(v) Other Financial Assets 4 95.72 108.30 - 204.02
(c) Current Tax Assets (net) 16.60 - - 16.60
(d) Other current assets 3 161.65 1.64 0.62 163.90
Total Current Assets 4,327.14 (286.93) 35.66 4,075.87
TOTAL ASSETS 7,694.82 (67.67) 226.09 7,853.24

97
Godrej & Boyce Mfg. Co. Ltd.

Reconciliation of equity as at 1st April, 2015 (continued) (Rupees in crore)


Additions
As per Effects of pursuant to
Footnote Indian transition business As per
ref. GAAP to Ind AS combinations Ind AS
EQUITY AND LIABILITIES
(1) EQUITY
(a) Equity Share Capital 6.63 - - 6.63
(b) Other Equity 6 3,371.51 (52.17) 203.76 3,523.10
Total equity 3,378.14 (52.17) 203.76 3,529.73
LIABILITIES
(2) NON CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings 5 365.34 (1.71) - 363.63
(ii) Other Financial liabilities 3 210.69 (0.18) - 210.51
(b) Provisions 51.94 (5.45) 0.17 46.66
(c) Deferred Tax Liabilities(net) 13 - - - -
Total Non-Current Liabilities 627.97 (7.34) 0.17 620.80

(3) CURRENT LIABILITIES


(a) Financial liabilities
(i) Borrowings 1,430.76 - 13.53 1,444.29
(ii) Trade Payables 4 828.39 116.02 6.90 951.31
(iii) Other Financial Liabilities 7 761.56 (1.47) 0.96 761.05
(b) Other current liabilities 8 514.17 4.53 0.77 519.47
(c) Provisions 9 153.83 (127.24) - 26.59
Total Current Liabilities 3,688.71 (8.16) 22.16 3,702.71
Total Liabilities 4,316.68 (15.50) 22.33 4,323.51
TOTAL EQUITY AND LIABILITIES 7,694.82 (67.67) 226.09 7,853.24

98
Annual Report and Accounts 2016-17

Reconciliation of equity as at 31st March, 2016 (Rupees in crore)


Additions
As per Effects of pursuant to
Footnote Indian transition business As per
ref. GAAP to Ind AS combinations Ind AS
ASSETS
(1) NON-CURRENT ASSETS
(a) Property, Plant and Equipment 1 1,704.23 (231.72) 8.81 1,481.32
(b) Capital Work-in-progress 326.25 - - 326.25
(c) Investment Property 1 - 266.98 - 266.98
(d) Goodwill - - - -
(e) Other Intangible assets 5.06 - 0.04 5.10
(f) Intangible assets under development - - - -
(g) Financial Assets
(i) Investments in Subsidiaries, Associates and Joint Venture 1,060.53 238.82 217.54 1,516.89
(ii) Others Investments 2 151.36 (37.53) 113.83
(iii) Trade Receivables 12.50 - - 12.50
(iv) Loans 110.33 (51.66) - 58.67
(v) Other Financial Assets 3 110.13 (0.01) - 110.12
(h) Deferred tax assets (net) 102.24 (0.51) (0.28) 101.45
(i) Other Non-Current assets 6.86 50.92 0.08 57.86
Total Non-Current Assets 3,589.49 235.29 226.19 4,050.97

(2) CURRENT ASSETS


(a) Inventories 4 1,979.97 (166.58) 12.84 1,826.23
(b) Financial Assets
(i) Trade Receivables 4 1,862.75 (158.69) 9.46 1,713.52
(ii) Cash and Cash Equivalents 12.66 - 7.70 20.36
(iii) Bank Balances other than (iii) above 48.00 - 13.76 61.76
(iv) Loans 87.17 (0.00) 0.19 87.36
(v) Other Financial Assets 6 421.71 15.44 - 437.15
(c) Current Tax Assets (net) 23.45 - - 23.45
(d) Other current assets 3 221.88 2.07 1.93 225.88
Total Current Assets 4,657.59 (307.76) 45.88 4,395.71
TOTAL ASSETS 8,247.08 (72.47) 272.07 8,446.68

99
Godrej & Boyce Mfg. Co. Ltd.

Reconciliation of equity as at 31st March, 2016 (continued) (Rupees in crore)


Additions
As per Effects of pursuant to
Footnote Indian transition business As per
ref. GAAP to Ind AS combinations Ind AS
EQUITY AND LIABILITIES
(1) EQUITY
(a) Equity Share Capital 6.63 - - 6.63
(b) Other Equity 6 3,424.52 (146.52) 205.85 3,483.85
Total equity 3,431.15 (146.52) 205.85 3,490.48
LIABILITIES
(2) NON CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings 5 1,133.85 (5.27) - 1,128.58
(ii) Other Financial liabilities 3 256.99 (0.31) - 256.68
(b) Provisions 59.04 (8.05) 0.22 51.21
(c) Deferred Tax Liabilities(net) 10 - - - -
Total Non-Current Liabilities 1,449.88 (13.63) 0.22 1,436.47

(3) CURRENT LIABILITIES


(a) Financial liabilities
(i) Borrowings 1,105.65 116.48 51.71 1,273.84
(ii) Trade Payables 4 914.55 (41.84) 11.39 884.10
(iii) Other Financial Liabilities 7 741.74 2.03 1.43 745.20
(b) Other current liabilities 8 571.93 11.00 1.47 584.40
(c) Provisions 9 32.18 0.01 - 32.19
Total Current Liabilities 3,366.05 87.68 66.00 3,519.73
Total Liabilities 4,815.93 74.05 66.22 4,956.20
TOTAL EQUITY AND LIABILITIES 8,247.08 (72.47) 272.07 8,446.68

100
Annual Report and Accounts 2016-17

Reconciliation of profit or loss for the year ended 31st March, 2016 (Rupees in crore)
Additions
As per Effects of pursuant to
Footnote Indian transition business As per
ref. GAAP to Ind AS combinations Ind AS
I. REVENUE FROM OPERATIONS 9,422.28 (186.92) 61.22 9,296.58
II. OTHER INCOME 3 160.86 0.17 1.23 162.26
TOTAL INCOME 9,583.14 (186.75) 62.45 9,458.84

III. EXPENSES
(1) Cost of materials consumed 3,337.57 (49.44) 34.94 3,323.07
(2) Excise duty 633.11 - - 633.11
(3) Purchases of Stock-in-Trade 1,963.75 - - 1,963.75
(4) Changes in inventories of Finished Goods,
Work-in-Process and Stock-in-Trade 4 52.49 (52.58) (2.76) (2.85)
(5) Property Development and Construction Expenses 6 92.62 (70.42) - 22.20
(6) Employee Benefits Expenses 10 1,034.06 (4.82) 8.88 1,038.12
(7) Finance costs 7 193.00 (16.13) 0.31 177.18
(8) Depreciation and Amortization Expenses 147.57 8.74 1.33 157.64
(9) Other Expenses 7 1,894.45 (46.69) 11.66 1,859.42
(10) Less: Expenditure transferred to Capital Accounts (41.40) - - (41.40)
TOTAL EXPENSES 9,307.22 (231.34) 54.36 9,130.24

IV. PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX 275.92 44.59 8.09 328.60
V. EXCEPTIONAL ITEMS 77.48 - - 77.48
VI. PROFIT BEFORE TAX 353.40 44.59 8.09 406.08
VII. TAX EXPENSES
1. Current Tax 48.00 - 2.74 50.74
2. Prior years' tax adjustments 0.54 - - 0.54
3. Deferred Tax 11 (25.00) 23.74 (7.01) (8.27)
23.54 23.74 (4.27) 43.01
VIII. PROFIT AFTER TAX FOR THE YEAR 329.86 20.85 12.36 363.07

IX. OTHER COMPREHENSIVE INCOME (OCI)


(1) Items that will not be reclassified to profit or loss
(i) Remeasurement of defined benefit liability (asset) 19 - (5.07) 0.13 (4.94)
(ii) Change in Fair Value of Instruments through OCI - (2.78) - (2.78)
(iii) Deferred tax charge/(credit) on above 11 - 1.63 - 1.63
TOTAL OTHER COMPREHENSIVE INCOME - (6.22) 0.13 (6.09)
X. TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 329.86 14.63 12.49 356.98

Note: During the year 2016-17, Mercury Manufacturing Company Ltd., Busbar Systems (India) Ltd., the Company's wholly-owned
subsidiaries, were merged with the Company, with the appointed date of 1st April, 2016. Also, Godrej Investments Pvt. Ltd.
was merged with the Company with the appointed date of 30th March, 2017.
As per Ind AS 103, Business Combinations, Appendix C, the financial information in the financial statements in respect of
prior periods has been restated as if the business combination had occurred from the beginning of the earliest period
presented in the financial statements. Accordingly, the financials for the years 2014-15 and 2015-16 have been restated,
to include the above merger.

101
Godrej & Boyce Mfg. Co. Ltd.

Transition to Ind AS:


For the purposes of reporting as set out in Note 1, the Company has transitioned its basis of accounting from Indian Generally
Accepted Accounting Principles (“IGAAP”) to Ind AS. The accounting policies set out in Note 1 have been applied in preparing the
financial statements for the year ended 31st March, 2017, the comparative information presented in these financial statements for
the year ended 31st March, 2016 and in the preparation of an opening Ind AS balance sheet at 1 April, 2015 (the “transition date”).
In preparing the opening Ind AS balance sheet, the amounts reported in financial statements prepared in accordance with IGAAP
have been adjusted. An explanation of how the transition from IGAAP to Ind AS has affected the financial performance, financial
position is set out in the following tables and the notes that accompany the tables. On transition, estimates previously made under
IGAAP were not revised except where required by Ind AS.

Reconciliation of net worth (Rupees in crore)

Particulars Footnote As on As on
ref. 31-03-2016 01/04/2015
(Net of deferred tax) (Net of deferred tax)

Net worth under IGAAP 3,431.15 3,378.14

Construction Projects Reserve 6 (353.22) (364.29)


Reversal of Proposed Dividend and tax on distributed profits 9 - 127.27
Deferral of Revenue 4 (72.12) (75.10)
Revenue recognition under Percentage of Completion method (POC) 4 32.36 36.70
Capitalisation of Toolings 35.89 1.20
Loans and Borrowings 5 6.64 2.75
Fair valuation of Investments in Geometric Ltd. 196.11 196.11
Deferred Tax Asset on Ind AS adjustments 13 (3.65) 14.74
Others 7/8 11.45 8.43
Adjustments pursuant to Business Combination 12 205.87 203.78
Total Ind AS adjustments 59.33 151.59
Net worth under Ind AS 3,490.48 3,529.73

Reconciliation of Net Profit (Rupees in crore)


Particulars Footnote As on
ref. 31-03-2016
(Net of deferred tax)
Net profit after tax for the year ended 31-03-2016 329.85
Summary of Ind AS adjustments
Deferral of Revenue 4 -
Revenue recognition under Percentage of Completion method (POC) 4 -
Fair valuation of investments 2 -
Loans and Borrowings 5 (0.02)
Derivatives mark to market 7 (0.01)
Fair value of deposits -
Capitalisation of Toolings 11 -
Remeasurements of defined benefit liability (asset) 10 6.57
Deferred tax impact 13 -
Adjustments pursuant to Business Combination 12 5.25
Total Ind AS adjustments 11.79
Comprehensive income under Ind AS 341.64

102
Annual Report and Accounts 2016-17

Notes to the reconciliation:


1. Property, Plant and Equipment, and Investment Property: The properties which were leased were shown under freehold
buildings, under Indian GAAP. However, under Ind AS, these are classified as Investment Property.
2. Fair Valuation of Investments: Under Indian GAAP, the Company accounted for long term investments in unquoted and
quoted equity shares as investment measured at cost less provision for other than temporary diminution in the value of
investments. Under Ind AS, the Company has designated such investments as FVTOCI investments, to be measured at fair
value. At the date of transition to Ind AS, difference between the instruments' fair value and Indian GAAP carrying amount
has been recognised in the statement of other comprehensive income (OCI).
3. Security Deposits Received/Placed: The security deposits received / placed for leased premises have been fair valued and
the difference between the fair value and the face value have been recognised over the lockin period of the deposits.
4. Inventories: Raw Materials received after the reporting date, but for which risk and rewards had passed to the Company,
prior to reporting date are recognised as inventory. Similarly, revenue from sale of goods has been recognised only when
the risk and rewards in the goods passes to the buyer, hence, cost corresponding to the revenue has been deferred.
For industrial products divisions, revenue which was earlier recognised on a completed contract basis is now being
recognised on percentage of completion method as per Ind AS - 11. Other financial current assets include unbilled
revenue, pertaining to revenue recognised under the percentage of completion method under Ind AS.
5. Loans and borrowings: Under Indian GAAP, transaction costs incurred in connection with loans and borrowings are
recognised upfront and charged to profit or loss for the period or capitalised to qualifying assets wherever applicable.
Under Ind-AS, transaction costs are included in the initial recognition of financial liability and recognised as per
effective interest rate method.
6. Construction Projects Reserve: The balance in Construction Projects Reserve has been transferred to the Construction
work-in-progress account. The percentage of completion computations under Indian GAAP included land at its fair value.
As per Ind AS, the transfer of land from fixed assets to inventory will be at cost, accordingly the difference in fair value and
cost, earlier credited to the construction projects reserve, has been transferred to construction work-in-process.
7. Derivative contracts: Under Indian GAAP, the premium and discount on forward contracts were amortised over the contract
period. For other derivative contracts only mark to market losses were recognised based on prudence. However, under Ind
AS all derivatives are measured at fair value at each reporting period and changes therein are recognised in profit and loss.
8. Dealer Incentive Scheme: Under Indian GAAP, Dealer Incentive Scheme was recognised as part of other expenses which
has been adjusted against revenue under Ind AS during the year ended 31st March, 2016.
9. Proposed dividend: Under Indian GAAP, proposed dividends are recognised as a liability in the period to which they relate,
irrespective of when they are declared. Under Ind-AS, a proposed dividend is recognised as a liability in the period in which
it is declared by the company (usually when approved by shareholders in a general meeting) or paid.
10. Employee Benefits: Both under Indian GAAP and Ind-AS, the Company recognised costs related to its post-employment
defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are
charged to profit or loss. Under Ind-AS, remeasurements [comprising of actuarial gains and losses, the effect of the asset
ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets]
are recognised immediately in the balance sheet through other comprehensive income. Thus, employee benefit expense
is reduced by Rs. 4.94 crore and is recognised in other comprehensive income during the year ended 31-03-2016.
11. Capitalisation: Earlier, toolings were expensed out in the statement of profit and loss. However, on restatement as per
Ind AS, toolings have been capitalised by the Company.
12. Adjustment pursuant to Business Combination: Two of the Company's wholly owned subsidiaries, Mercury
Manufacturing Company Ltd. (MMCL) and Busbar Systems (India) Ltd. (BSIL) merged with the Company with an
appointed date of 1st April, 2016. Appendix C para 9 of Ind AS 103 - Business Combinations, mentions the
method of accounting for common control business combinations. Accordingly, the financial information
in respect of prior periods has been restated as if the business combination had occurred from the beginning
of the earliest period presented in the financial statements, irrespective of the actual date of the combination.
13. Deferred Tax: Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on
differences between taxable profits and accounting profits for the period. Ind-AS 12 requires entities to account for
deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount
of an asset or liability in the balance sheet and its tax base. The application of Ind-AS 12 approach has resulted in
recognition of deferred tax on new temprorary differences which was not required under Indian GAAP. All adjustments
under Ind AS, have a corresponding deferred tax calculated on these adjusments, which are shown under deferred tax.

103
Godrej & Boyce Mfg. Co. Ltd.

First-time adoption of Ind AS

A. Transition to Ind AS
These are the Company’s first financial statements prepared in accordance with Ind AS. For all periods upto and including the year
ended 31st March, 2016, the Company prepared its financial statements in accordance with the accounting standards notified
under Section 133 of the Companies Act 2013, read together with the relevant rules thereunder ('Previous GAAP').

The adoption of Ind AS, has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards.
Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial
statements be applied retrospectively and consistently for all financial years presented. Accordingly, the Company has prepared
financial statements which comply with Ind AS for the year ended 31-03-2017, together with the comparitive information as at and
for the year ended 31-03-2016 and the opening Ind AS balance sheet as at 1-4-2015, the date of transition to Ind AS.

B. Exemptions and exceptions availed


B.1 Ind AS mandatory exceptions
B.1.1 Estimates
The estimates at 1-4-2015 and 31-03-2016 are consistent with those made for the same dates in accordance with the Indian GAAP
(after adjustments to reflect differences if any, in accounting policies). The Company has made estimates for following items in
accordance with Ind AS at the date of transition as these were not required under previous GAAP: Investment in equity
instruments are carried at FVTOCI.
B.1.2 De-recognition of financial assets and liabilities
Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions
occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition
requirements in Ind AS 109 retrospectively from a date of the entity’s choosing, provided that the information needed to apply Ind
AS 109 to financial assets and financial liabilities derecognised as a result of past transactions was obtained at the time of initially
accounting for those transactions.
B.1.3 Classification and measurement of financial assets
The Company has classified and measured the financial assets on the basis of the facts and circumstances that exist at the date of
transition to Ind AS.
B.2 Ind AS optional exemptions
B.2.1 Deemed cost
The Company has elected to continue with the carrying value for all of its property, plant and equipment, intangible assets and
investment property as recognised in the financial statements as the deemed cost at the date of transition to Ind AS, measured as
per the previous GAAP.
B.2.2 Deemed cost for investments in subsidiaries, joint ventures and associates
The Company has elected to continue with the previous GAAP carrying value of its investments in subsidiaries, joint ventures and
associates as recognised in the financial statements as at the date of transition to Ind AS, except in the case of investments in
Geometric Ltd.
B.2.3 Business Combination
Ind AS 101 provided the option to apply Ind AS 103 prospectively from the transition date or specific date prior to the transition
date. The Company has elected to apply Ind AS 103 propectively to business combination occurring after its transition date.
Business combination prior to the transition date have not been restated.

104
Annual Report and Accounts 2016-17

47. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT


(I). A. Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.
It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable
approximation of fair value.
(Rupees in crore)
Carrying amount Fair value
As at 31/03/2017 FVTPL FVTOCI Amortised Total Level 1 Level 2 Level 3 Total
Cost
Financial assets
Non-current
Investments in Subsidiaries, Associates and
Joint Venture 23.00 - 130.17 153.17 23.00 23.00
Investments:
Quoted Equity Shares - 5,093.68 5,093.68 5,093.68 - - 5,093.68
Unquoted Equity Shares * - 146.07 146.07 - - 146.07 146.07
Trade Receivables - - 7.44 7.44 - -
Loans
Deposits - - 29.39 29.39 - - - -
Other Loans and Advances - - 6.12 6.12 - - - -
Other financial assets - - 1.79 1.79 - - - -
Current
Current Investments (Mutual Funds) - 6.76 - 6.76 6.76 6.76
Trade Receivables - - 1,998.12 1,998.12 - - - -
Cash and cash equivalents - - 27.20 27.20 - - - -
Other Balances with Banks - - 79.71 79.71 - - - -
Loans - - 81.42 81.42 - - - -
Other Financial asset - - 484.05 484.05 - - - -
Derivative asset 10.80 - - 10.80 - 10.80 - 10.80
33.80 5,246.51 2,845.41 8,125.72 5,100.44 10.80 169.07 5,280.31

Financial liabilities
Non-current
Borrowings
Secured Redeemable Non-Convertible
Debentures (NCDs) - - 498.40 498.40 - 514.65 - 514.65
Secured Term Loans from Banks
and Financial Institutions - - 2.50 2.50 - - - -
Unsecured Borrowings - 627.40 627.40 - 508.88 - 508.88
Other financial liabilities - - 294.87 294.87 - - - -
Current
Borrowings - - 1,183.30 1,183.30 - 163.09 - 163.09
Trade and other payables - - 1,111.60 1,111.60 - - - -
Other financial liabilities:
Current maturities of long-term borrowings - - 165.61 165.61 - - - -
Derivative Liability 11.36 - - 11.36 - 11.36 - 11.36
Others - - 569.52 569.52 - - - -
11.36 - 4,453.20 4,464.56 - 1,197.98 - 1,197.98

105
Godrej & Boyce Mfg. Co. Ltd.

47. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (continued)


(Rupees in crore)
Carrying amount Fair value
As at 31/03/2016 FVTPL FVTOCI Amortised Total Level 1 Level 2 Level 3 Total
Cost
Financial assets
Non-current
Investments in Subsidiaries, Associates and
Joint Venture 18.00 1,498.89 1,516.89 - - 18.00 18.00
Investments
Quoted Equity Shares - 104.81 - 104.81 104.81 - - 104.81
Unquoted Equity Shares * - 9.02 - 9.02 - - 9.02 9.02
Trade Receivables - - 12.50 12.50 - - - -
Loans
Security deposits - - 2.12 2.12 - 2.42 - 2.42
Other deposits - - 47.56 47.56 - - - -
Other Loans and Advances - - 8.99 8.99 - - - -
Other Non-current financial assets - - 110.12 110.12 - - - -
Current
Trade Receivables - - 1,713.52 1,713.52 - - - -
Cash and Cash Equivalents - - 20.36 20.36 - - - -
Other Balances with Banks - - 61.76 61.76 - - - -
Loans - - 87.36 87.36 - - - -
Other Financial Assets - - 428.66 428.66 - - - -
Derivative asset 8.49 - - 8.49 - 8.49 - 8.49
26.49 113.83 3,991.84 4,132.16 104.81 10.91 27.02 142.74

Financial liabilities
Non-current
Borrowings
Secured Redeemable Non-Convertible
Debentures (NCDs) - 497.90 497.90 - 508.06 508.06
Secured Term Loans from Banks
and Financial Institutions - - 5.05 5.05 - - - -
Unsecured Borrowings - 625.63 625.63 - 470.71 - 470.71
Other Financial Liabilities 256.68 256.68 - - - -
Current
Borrowings - - 1,273.84 1,273.84 - - - -
Trade payables - - 884.10 884.10 - - - -
Other Financial Liabilities:
Current maturities of long-term borrowings 152.64 152.64 - - - -
Derivative Liability 2.71 - 2.71 - 2.71 - 2.71
Others - - 589.85 589.85 - - - -
2.71 - 4,285.69 4,288.40 - 981.48 - 981.48

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Annual Report and Accounts 2016-17

47. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (continued)


(Rupees in crore)
Carrying amount Fair value
As at 01/04/2015 FVTPL FVTOCI Amortised Total Level 1 Level 2 Level 3 Total
Cost
Financial assets
Non-current
Investments in Subsidiaries, Associates and
Joint Venture - 1,403.52 1,403.52 - - - -
Investments -
Quoted Equity Shares - 7.05 - 7.05 7.05 - - 7.05
Unquoted Equity Shares * - 2.25 - 2.25 - - 2.25 2.25
Trade Receivables - - 69.66 69.66 - - - -
Loans
Security deposits - - 2.05 2.05 - 1.97 - 1.97
Other deposits - - 43.80 43.80 - - - -
Other Loans and Advances - - 5.63 5.63 - - - -
Other Non-current financial assets: - - 258.77 258.77 - - - -
Current
Trade Receivables - - 1,804.75 1,804.75 - - - -
Cash and Cash Equivalents - - 12.16 12.16 - - - -
Other Balances with Banks - - 57.62 57.62 - - - -
Loans - - 93.91 93.91 - - - -
Other Financial Assets - - 203.08 203.08 - - - -
Derivative asset 0.94 - - 0.94 - 0.94 - 0.94
0.94 9.30 3,954.95 3,965.19 7.05 2.91 2.25 12.21

Carrying amount Fair value


As at 01/04/2015 FVTPL FVTOCI Amortised Total Level 1 Level 2 Level 3 Total
Cost

Financial liabilities
Non-current
Borrowings
Secured Term Loans from Banks
and Financial Institutions - - 7.92 7.92 - - - -
Unsecured Borrowings - 355.71 355.71 - 246.87 246.87
Other Financial Liabilities - - 210.51 210.51 - - - -
Current
Borrowings - - 1,444.29 1,444.29 - - - -
Trade and other payables - - 951.31 951.31 - - - -
Other Financial Liabilities:
Current maturities of long-term borrowings - - 283.01 283.01 - - - -
Derivative Liability 1.23 - 1.23 - 1.23 - 1.23
Others - - 476.81 476.81 - - - -
1.23 - 3,729.56 3,730.79 - 248.10 - 248.10

FVTPL - Fair Value Through Profit and Loss


FVTOCI - Fair Value Through Other Comprehensive Income
* The fair value in respect of the unquoted equity investments cannot be reliably estimated. The Company has currently measured them
at net book value as per the latest audited financial statements available.
(1) Carrying amounts of cash and cash equivalents, trade receivables, unbilled revenues, loans and trade and other payables as at 31st March, 2017,
31st March, 2016 and 1st April, 2015 approximate the fair values because of their short-term nature. Difference between carrying amounts and fair
values of bank deposits, other financial assets, other financial liabilities and borrowings subsequently measured at amortised cost is not significant in
each of the years presented.

107
Godrej & Boyce Mfg. Co. Ltd.

47. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (continued)


(2) Assets that are not financial assets (such as receivables from statutory authorities, export benefit receivables, prepaid expenses, advances paid and
certain other receivables) amounting to Rs. 256.80 as at 31-03-2017, Rs. 225.88 crore as at 31-03-2016 and Rs. 163.91 crore as at 01-04-2015,
respectively, are not included.
(3) Other liabilities that are not financial liabilities (such as statutory dues payable, deferred revenue, advances from customers and certain other
accruals) amounting to Rs. 779.15 crore as at 31-03-2017, Rs. 584.40 crore as at 31-03-2016 and Rs. 519.48 crore as at 01-04-2015, respectively, are not
included.

B. Measurement of fair values


Valuation techniques and significant unobservable inputs:
The following tables show the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the significant
unobservable inputs used.

Financial instruments measured at fair value


Type Valuation technique
Non-Current Investments - quoted The use of quoted market prices
Non-Current Investments - unquoted Net book value based on the last available financial statements
Fixed rates long term borrowings The valuation model considers present value of expected payments
discounted using an appropriate discounting rate.
Forward contracts The fair value is determined using forward exchange rates at the
reporting dates.

C. Financial risk management


The Company has exposure to the following risks arising from financial instruments:
▪ Credit risk ;
▪ Liquidity risk ; and
▪ Market risk

Risk management framework


The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The
Board of Directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk
management policies. The committee reports regularly to the Board of Directors on its activities.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and
controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market
conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined
and constructive control environment in which all employees understand their roles and obligations.
The Audit Committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the
adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by
internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported
to the Audit Committee.
Level 3 fair values
Reconciliation of Level 3 fair values
The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values.

Paticulars (Rupees in
crore)
Opening Balance (01-04-2015) 2.25
Net change in fair value (unrealised) 6.77
Purchases 18.00
Closing Balance (31-03-2016) 27.02

Opening Balance(01-04-2016) 27.02


Net change in fair value (unrealised) 0.00
Purchases 5.00
Shares received on amalgamation 137.05
Closing Balance (31-03-2017) 169.07

108
Annual Report and Accounts 2016-17

47. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (continued)

(II). Liquidity risk


Liquidity risk is the risk that the Company will encounter, in meeting the obligations associated with its financial liabilities that are
settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible,
that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Company’s reputation.
The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by
continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
The Company also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows
on trade and other payables.

Exposure to liquidity risk


The following are the remaining contractual maturities of financial liabilities at the reporting date.

(Rupees in crore)
Contractual cash flows
As at 31/03/2017 Carrying Total Less than 6-12 1-2 years 2-5 years More than
amount 6 months months 5 years

Non-derivative financial liabilities


Non-Current
Term loans from banks 2.50 5.67 1.51 1.44 2.72 -
Debentures 498.40 637.25 11.16 22.68 44.63 558.78 -
Interest-free Loans under the Sales Tax
Deferral Scheme of Maharashtra
State Government 40.01 40.02 - 10.36 9.77 19.15 0.74
Fixed Deposits 587.39 681.51 - - 478.77 202.74 -

Other Non-current Financial Liabilities 294.87 294.87 - - 294.87 - -

Current
Secured Borrowings 555.55 555.55 555.55 - - - -
Unsecured Borrowings 477.75 477.75 477.75 - - - -
Short term loans from banks 150.00 150.00 150.00 - - - -
Trade Payables 1,111.60 1,111.60 1,111.60 - - - -
Other Current Financial Liabilities 610.31 610.31 610.31 - - - -
Derivative Liability 11.36 11.36 11.36
Acceptances 124.82 124.82 124.82 - - - -

109
Godrej & Boyce Mfg. Co. Ltd.

47. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (continued)


(Rupees in crore)
Contractual cash flows
As at 31/03/2016 Carrying Total Less than 6-12 1-2 years 2-5 years More than
amount 6 months months 5 years

Non-derivative financial liabilities


Non-Current
Term loans from banks 5.05 5.67 - - 2.95 2.72 -
Debentures 497.90 681.99 22.44 22.31 33.83 352.05 251.36
Interest-free Loans under the Sales Tax
Deferral Scheme of Maharashtra
State Government 47.38 47.38 - 7.36 10.35 25.16 4.51
Fixed Deposits 578.25 703.10 - 183.65 519.45 -

Other Non-current Financial Liabilities 256.68 256.68 - - 256.68 - -

Current
Secured Borrowings 586.53 586.53 586.53 - - - -
Unsecured Borrowings 567.31 567.31 567.31 - - - -
Short term loans from banks 120.00 120.00 120.00 - - - -
Trade Payables 884.10 884.10 884.10 - - - -
Other Current Financial Liabilities 742.49 742.49 742.49 - - - -
Derivative Liability 2.71 2.71 2.71
(Rupees in crore)
Contractual cash flows
As at 1/4/2015 Carrying Total Less than 6-12 1-2 years 2-5 years More than
amount 6 months months 5 years

Non-derivative financial liabilities


Non-Current
Term loans from banks 7.92 9.29 - - 3.62 5.67 -
Interest-free Loans under the Sales Tax
Deferral Scheme of Maharashtra
State Government 51.99 51.99 - 4.60 7.36 28.99 11.04
Fixed Deposits 303.72 364.17 - - 164.19 199.98 -

Other Non-current Financial Liabilities 210.51 210.51 - - 210.51 - -

Current
Secured Borrowings 752.14 752.14 752.14 - - - -
Unsecured Borrowings 397.15 397.15 397.15 - - - -
Short term loans from banks 295.00 295.00 295.00 - - - -
Trade Payables 951.31 951.31 951.31 - - - -
Other Current Financial Liabilities 759.82 759.82 759.82 - - - -
Derivative Liability 1.23 1.23 1.23

110
Annual Report and Accounts 2016-17

47. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (continued)

(III). Market risk


The Company is exposed to market risks such as price, interest rate fluctuation and foreign currency rate fluctuation risks, capital
structure and leverage risks.

A. Currency risk
The Company is exposed to currency risk on account of its borrowings and other payables/receivables in foreign currency. The functional
currency of the Company is Indian Rupee. The Company uses forward exchange contracts to hedge its currency risk, mostly with a
maturity of less than one year from the reporting date.
The Company does not use derivative financial instruments for trading or speculative purposes.

Exposure to currency risk


The currency profile of financial assets and financial liabilities as at 31/03/2017, 31/03/2016 and 01/04/2015 are as below:

Currency Amount in Foreign Currency Equivalent amount (Rupees in crore)

Financial assets As at As at As at As at As at As at
31/03/2017 31/03/2016 31/03/2015 31/03/2017 31/03/2016 31/03/2015
Trade and other receivables USD 2,64,16,442 1,95,50,752 1,58,03,268 171.31 129.63 98.85
EURO 9,45,630 5,31,204 15,90,286 6.55 4.01 10.69
GBP 3,46,729 6,82,509 6,21,117 2.80 6.52 5.75
OTHERS 9,76,339 9,07,833 2,22,441 19.59 20.08 4.63
200.25 160.24 119.92
Hedged Exposures USD 1,06,43,134 97,74,043 21,33,347 69.02 64.81 13.34
131.23 95.43 106.58

Currency Amount in Foreign Currency Equivalent amount (Rupees in crore)


As at As at As at As at As at As at
Financial liabilities
31/03/2017 31/03/2016 31/03/2015 31/03/2017 31/03/2016 31/03/2015
Trade and other payables USD 5,86,56,522 4,33,53,081 4,67,49,745 380.39 287.45 292.42
(includes foreign currency EURO 17,15,989 13,76,421 14,87,223 11.90 10.38 10.00
borrowings) GBP 93,125 50,174 1,00,920 0.75 0.48 0.93
OTHERS 17,62,505 14,67,817 36,91,368 0.33 0.74 0.35
393.37 299.05 303.70
Hedged Exposures USD 5,06,89,608 2,47,22,113 4,03,74,586 328.72 163.92 252.54
64.65 135.13 51.16

The following significant exchange rates have been applied during the year.
Year-end spot rate
(Rupees) 31-03-2017 31-03-2016 31-03-2015
USD 1 64.85 66.31 62.55
EUR1 69.29 75.45 67.24
GBP1 80.90 95.52 92.52
Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupee against US dollars at 31st March would have affected the
measurement of financial instruments denominated in US dollars and affected equity and profit or loss by the amounts shown below. This
analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and
purchases.
as at 31/03/2017 as at 31/03/2016 as at 1/4/2015
Profit or (loss) Profit or (loss) Profit or (loss)
Effect in Rs. Crore Strengthening Weakening Strengthening Weakening Strengthening Weakening
USD - 3% movement (1.52) 1.51 (1.76) 1.76 1.37 (1.37)
EUR - 3% movement 0.16 (0.16) (0.19) 0.19 0.02 (0.02)
GBP - 3% movement (0.06) 0.06 (0.18) 0.18 (0.14) 0.14

111
Godrej & Boyce Mfg. Co. Ltd.

47. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (continued)

B. Interest rate risk


The Company’s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from financial
institutions. It is the Company’s policy to obtain the most favourable interest rate available, and to retain flexibility of fund-
raising options in future between fixed and floating rates of interest, across maturity profiles and currencies.

Exposure to interest rate risk


Company’s interest rate risk arises from borrowings. Borrowings issued at floating rates exposes to fair value interest rate risk.
The interest rate profile of the Company’s interest-bearing financial instruments as reported to the management of the
Company is as follows:
Rupees in Crore

Nominal amount As at As at As at
31-03-2017 31-03-2016 31-03-2015
Fixed-rate instruments
Financial liabilities: Long-term 1,125.80 1,123.53 355.71
Financial liabilities: Short-term 1,180.78 1,270.32 1,441.39
2,306.58 2,393.85 1,797.10
Variable-rate instruments
Financial liabilities: Long-term 2.50 5.05 7.92
Financial liabilities: Short-term 2.52 3.52 2.90
5.02 8.57 10.82
Total 2,311.60 2,402.42 1,807.92

Cash flow sensitivity analysis for variable-rate instruments


A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity
and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency
exchange rates, remain constant.
Profit or loss
(Rupees in crores) 100 bp increase 100 bp decrease
As at 31/03/2017
Variable-rate instruments (0.05) 0.05
Cash flow sensitivity (net) (0.05) 0.05

As at 31/03/2016
Variable-rate instruments (0.09) 0.09
Cash flow sensitivity (net) (0.09) 0.09

As at 01/04/2015
Variable-rate instruments (0.11) 0.11
Cash flow sensitivity (net) (0.11) 0.11

Fair value sensitivity analysis for fixed-rate instruments


The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss.
Therefore, a change in interest rates at the reporting date would not affect profit or loss.

112
Annual Report and Accounts 2016-17

47. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (continued)

C. CREDIT RISK
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Company's receivables from customers and investments in debt
securities.
The carrying amount of financial assets represents the maximum credit exposure.

Trade and other receivables


Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this, the
businesses periodically assesses the financial reliability of customers, taking into account the financial condition, current
economic trends, analysis of historical bad debts and ageing of accounts receivable.
The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade
and other receivables.

Impairment
The ageing of trade and other receivables that were not impaired was as follows.
(Rupees in crore)
As at As at As at
31-03-2017 31-03-2016 01-04-2015
Neither past due nor impaired 1,213.41 923.50 1,115.45
More than 6 months and less than 1 year 208.28 207.29 165.80
More than 1 year and less than 3 years 396.51 400.89 412.62
More than 3 years 179.92 181.84 110.88
1,998.12 1,713.52 1,804.75

Management believes that the unimpaired amounts that are past due by more than 6 months are still collectible in full, based
on historical payment behaviour and extensive analysis of customer credit risk, on a case to case basis, with reference to the
customer's credit quality and prevailing market conditions. Based on past experience, the Company does not expect any
material loss on its receivables and hence no provision is deemed necessary on account of Expected Credit Loss (ECL).
The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows:
Loans and advances are monitored by the Company on a regular basis and these are niether past due nor impaired.

(Rupees in crore)
Collective impairments
Balance as at 01/04/2015 103.10
Impairment loss recognised 13.99
Balance as at 31/03/2016 117.09
Impairment loss recognised 20.88
Balance as at 31/03/2017 137.97
Amounts written off as at 31/03/2016 17.90
Amounts written off as at 31/03/2017 20.97
Cash and cash equivalents
The Company maintains its cash and cash equivalents with credit worthy banks and financial institustions and reviews it on
ongoing basis. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing
basis and is considered to be good.

113
Godrej & Boyce Mfg. Co. Ltd.

48. CAPITAL MANAGEMENT

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. Management monitors the return on capital as well as the level of dividends to
ordinary shareholders.
The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of
borrowings and the advantages and security afforded by a sound capital position.
The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as
total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents. The Company's adjusted net
debt to equity ratio for 3 years is given below:
(Rupees in crore)
As at As at As at
31-03-2017 31-03-2016 01-04-2015

Non-Current Borrowings 1,128.30 1,128.58 363.63


Current Borrowings 1,183.30 1,273.84 1,444.29
Current maturity of long-term borrowings 165.61 152.64 283.01
Gross Debt 2,477.21 2,555.06 2,090.93
Less : Cash and cash equivalent 27.20 20.36 12.16
Less : Other balances with banks 79.71 61.76 57.62
Less : Current Investments 6.76 - -
Adjusted net debt 2,363.54 2,472.94 2,021.15

Total equity 7,762.14 3,490.48 3,529.73


Adjusted net debt to equity ratio 0.30 0.71 0.57

114
Annual Report and Accounts 2016-17

49. ADDITIONAL INFORMATION ABOUT BUSINESS SEGMENTS


(Rupees in crore)
Current Year Previous Year
Consumer Industrial Others Corporate/ Total Company Consumer Industrial Others Corporate/ Total Company
Durables Products Unallocated Durables Products Unallocated

REVENUE
Domestic Sales 6,719.34 2,127.88 378.16 - 9,225.38 6,135.90 1,870.89 599.22 - 8,606.01
Export Sales 117.64 436.56 - 554.20 136.28 415.42 - 551.70
SALE OF PRODUCTS AND SERVICES (Gross) 6,836.98 2,564.44 378.16 9,779.58 6,272.18 2,286.31 599.22 9,157.71
Inter-Segment Transfers 20.46 75.13 - 95.59 192.63 21.85 105.48 319.96
Other Operating Revenue/Other Income 60.14 72.63 11.34 144.11 68.47 70.32 18.23 157.02
SEGMENT REVENUE 6,917.58 2,712.20 389.50 - 10,019.28 6,533.28 2,378.48 722.93 - 9,634.69
Less: Inter-Segment Revenue (95.59) (319.96)
9,923.69 9,314.73
Add: Income from Dividends 68.48 144.11
TOTAL REVENUE 9,992.17 9,458.84

RESULTS FROM OPERATIONS


Profit before Corporate / Common Expenses,
671.44 146.10 236.34 - 1,053.88 580.20 80.22 216.03 - 876.45
Interest, Depreciation and Amortization
gc
Less: Non Cash Expenses:
Depreciation 95.02 55.51 28.09 - 178.62 89.17 49.86 18.61 157.64
SEGMENT RESULTS (Profit before Corporate /
576.42 90.59 208.25 875.26 491.03 30.36 197.42 718.81
Common Expenses and Interest)
Add: Income from Dividends 68.48 144.11
Total Profit/(Loss) on Sale of Fixed Assets
(1.39) 0.36
(Net)
Total Profit on Sale of Investments (Net) 117.79 77.48
1,060.14 940.76
Less: Interest (Net of Interest Income) 166.74 159.63
Loss on transfer of investments without
481.25 -
consideration
Adjustment to carrying value of
investments upon receipt of shares in HCL (124.14) -
Technologies Ltd. and 3DPLM Software
Solutions Ltd., in exchange of investments
Other Unallocated Corporate / Common
404.14 375.05
Expenses
PROFIT BEFORE TAX 132.15 406.08
Provision for Taxes 106.98 43.01
PROFIT FOR THE YEAR 25.17 363.07

CAPITAL EMPLOYED (at the end of the year)


k+fa Segment Assets 2,602.23 2,324.76 87.33 2,696.95 7,711.27 2,542.37 1,792.42 65.04 2,416.12 6,815.96
o Segment Liabilities 557.80 859.39 20.40 2,481.29 3,918.88 677.16 639.43 19.81 2,234.55 3,570.95
SEGMENT CAPITAL EMPLOYED (Segment Assets -
nda 2,044.43 1,465.37 66.94 215.66 3,792.39 1,865.21 1,152.99 45.24 181.58 3,245.01
Segment Liabilities)
Investments 5,392.92 1,630.72
Less: Deferred Tax Liabilities (Net) - -
TOTAL CAPITAL EMPLOYED (NET ASSETS) (as per
9,185.31 4,875.73
Balance Sheet)

CAPITAL EXPENDITURE
TOTAL CAPITAL EXPENDITURE (as per Balance Sheet) 154.54 185.39 13.99 208.41 562.33 175.40 204.27 25.59 50.22 455.48

(a) Identification of Business Segments


The Indian Accounting Standard 108 (Ind AS-108) on “Segment Reporting” requires disclosure of segment information to facilitate better
understanding of the performance of an enterprise’s business operations. The Company has identified Business Segments to comply
with the operating segment disclosures as per Ind AS-108, considering the organization structure, internal financial reporting system, and
the risk-return profiles of the businesses. The Company’s organisation structure and management processes are designated to
support effective management of multiple businesses while retaining focus on each one of them.
The Consumer Durables segment includes Furniture and Interiors, Office Equipment, Home Appliances, Locks and Security Equipment. The
Industrial Products segment includes Process Plant and Equipment, Toolings, Special Purpose Machines, Precision Components/
Engineering, Electricals and Electronics, Electric Motors, Storage Solutions and Material Handling Equipment. Estate leasing, Property
Development and Ready-mix Concrete operations are included under the Others segment.
The Company’s exports constitute less than 10% of its total revenue. All of the Company’s manufacturing operations are conducted in
India. The commercial risks and returns involved on the basis of geographic segmentation are relatively insignificant. Accordingly,
segment disclosures based on geographic segments are not considered relevant.

(b) Segment Revenue, Results, Assets and Liabilities


Segment revenue and results are arrived at based on amounts identifiable to each of the segments. Inter-segment transfers are valued
at cost or market-based prices, as may be negotiated between the segments with an overall optimization objective for the Company.
Other unallocated expenses include corporate expenses, as well as expenses incurred on common shared-services provided to the
segments. Segment assets include all operating assets used by the business segment and consist mainly of net fixed assets, debtors
and inventories. Segment liabilities primarily include creditors and advances from customers. Unallocated assets mainly relate to
the factory, administrative, employee welfare, and marketing infrastructure at Vikhroli, Mumbai and at up-country establishments,
not directly identifiable to any business segment. Liabilities which have not been identified between the segments are shown as
unallocated liabilities.

115
Godrej & Boyce Mfg. Co. Ltd.

50. SCHEMES OF AMALGAMATION

(i) Amalgamation of Cartini India Ltd. with the Company:


(a) A Scheme of Amalgamation ("the Scheme") of Cartini India Ltd. (Cartini) with the Company with effect from
1st April 2016, was sanctioned by the Hon'ble High Court of Judicature at Bombay (“the Court”) on 20th June, 2016.
The certified copies of the Order of the Court sanctioning the Scheme were filed by Cartini and the Company with the
Ministry of Corporate Affairs on 30th July, 2016 and 1st August, 2016, respectively, and the Scheme became effective
from 1st August, 2016. Accordingly, the Scheme has been given effect to in the accounts for the year,
and the entire undertaking of erstwhile Cartini stands transferred to and vested in the Company as a going concern
and Cartini, without any further act, stands dissolved without winding up. Cartini was mainly engaged in the
business of manufacturing locks.

(b) The amalgamation was accounted for as specified in the Scheme. The details of adjustments made in the accounts
pursuant to the Scheme are set out below:
st
Value of Net Assets of Cartini India Ltd. taken over as at 1
April, 2016 (See Notes below):
Rupees
Property, Plant and Equipment (Gross Block) 84,55,54,066
Less: Accumulated Depreciation 10,04,42,804
Property, Plant and Equipment (Net Block) 74,51,11,262
Add: Capital Work-in-Progress 4,54,57,533
Total Property, Plant and Equipment 79,05,68,795
Non-current Investments 10,49,41,990
Other Non-current Assets 57,33,829
Inventories 20,37,26,850
Trade Receivables 8,99,09,732
Cash and Bank Balances 56,72,068
Short-term loans and advances 2,36,82,995
Other Current Assets 3,989
Total Assets (A) 1,22,42,40,248
Less: Liabilities:
Deferred Tax Liability (Net) 4,71,69,134
Other Non-current Liabilities 3,35,710
Trade Payables 13,95,85,045
Other Current Liabilities 4,27,09,703
Short-term Provisions 24,41,492
Total Liabilities (B) 23,22,41,084
Total Value of Net Assets taken over *(A) – (B)+ 99,19,99,164
Less: 15,538 equity shares of Rs.100 each of the Company issued at par, credited as fully paid
up, to the shareholders of Cartini 15,53,800
99,04,45,364
As per the Order of the Court, the balance adjusted against:
Capital Redemption Reserve 4,84,55,300
General Reserve 7,96,00,000
Retained Earnings 86,33,31,934
Capital Reserve (9,41,870)
99,04,45,364

(c) All assets and liabilities, have been recorded in the books of the Company at the values appearing in the books of
Cartini as at the closing balance sheet as at 31st March, 2016.
As per para 18 of Ind AS, 103, Business Combinations, the acquirer shall measure the identifiable assets acquired and the
liabilities assumed at their acquisition-date fair values. However, the above acquisition was recorded at book value,

116
Annual Report and Accounts 2016-17

under a Court scheme. As per valuation report issued by valuers, V. S. Dastur and Co., Chartered Accountants, the fair value
of Cartini shares amounted to Rs. 16,213 per share, totalling to Rs. 99,21,22,109, for 61,193 shares of Cartini.
Had the acquisition been at fair value, the resultant Capital Reserve would have amounted to Rs. 18,77,88,625.
(d) With effect from 1st April, 2016, all debts, liabilities, duties and obligations of Cartini as at the close of business
on the date preceding the aforesaid date, whether or not provided in the books of Cartini, and all liabilities
which arise or accrue on or after 1st April, 2016 shall be deemed to be the debts, liabilities, duties and
obligations of the Company.
(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant to
the Scheme, in the name of the Company, such asset and liabilities continue to be in the name of Cartini.
(f) Since the aforesaid Scheme, which is effective from 1st April, 2016, has been given effect to in these accounts,
the figures for the current year to that extent are not comparable with those of the previous year.

(ii) Amalgamation of Godrej Investments Private Ltd. with the Company:


(a) A Scheme of Amalgamation ("the Scheme") of Godrej Investments Pvt. Ltd. (GIPL) with the Company with effect from
29th March 2017, was sanctioned by the National Company Law Tribunal (“NCLT”), Mumbai Bench on 23rd August,
2017 and certified copies of the Order of the NCLT sanctioning the Scheme were filed with the Registrar of Companies,
Maharashtra on 18th September, 2017. Accordingly, the Scheme has been given effect to in the accounts for the year,
and the entire undertaking of erstwhile GIPL stands transferred to and vested in the Company as a going concern
and GIPL, without any further act, stands dissolved without winding up. GIPL was mainly an investment company.
(b) The amalgamation was accounted for as specified in the Scheme. GIPL holds 1,77,432 equity shares in the Company.
The details of adjustments made in the accounts pursuant to the Scheme are set out below:

Value of Net Assets of Godrej Investments Pvt. Ltd. taken


th
over as at 29 March, 2017 (See Notes below):
Rupees
Non-current Investments 2,27,91,65,713
Less: Investments in the Company's Equity Shares (at cost) (10,81,33,528)
Non-current Investments (other than Equity Shares in the Company held by GIPL 2,17,10,32,185
Loans 73,91,260
Cash and Bank Balances 13,76,005
Loans 76,37,21,530
Total Assets (A) 2,94,35,20,980
Less: Liabilities:
Borrowings 1,04,25,00,000
Other Current Liabilities 73,35,287
Total Liabilities (B) 1,04,98,35,287
Total Value of Net Assets taken over *(A) – (B)+ 1,89,36,85,693
As per the Order of the Court, adjusted against:
General Reserve (65,38,06,281)
Surplus as per the Order of the Court 32,74,19,580
Other Comprehensive Income (1,64,15,70,020)
(1,96,79,56,721)
Balance - Adjusted as Capital Reserve on Business Combinations (7,42,71,028)

(c) All assets and liabilities, have been recorded in the books of the Company at the values appearing in the books of
GIPL as at the closing balance sheet as at 29th March, 2017.
(d) With effect from 29th March, 2017, all debts, liabilities, duties and obligations of GIPL as at the close of business on the
date preceding the aforesaid date, whether or not provided in the books of GIPL, and all liabilities which arise or accrue
on or after 29th March, 2017 shall be deemed to be the debts, liabilities, duties and obligations of the Company.
(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant to
the Scheme, in the name of the Company, such asset and liabilities continue to be in the name of GIPL.
(f) Upon the Scheme coming into effect, and in consideration for the amalgamation of GIPL with the Company, the Company
will issue and allot 1,77,429 equity shares at par, credited as fully paid up, to the shareholders of GIPL, whose names

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Godrej & Boyce Mfg. Co. Ltd.

appear in the Register of Members of GIPL, on the Effective Date, ie. 18th September, 2017, in the ratio of 1 fully paid
equity share of Rs. 100 each of the Company for each share of Rs. 100 each held by GIPL in the Company.

(iii) Amalgamation of wholly-owned subsidiary Busbar Systems (India) Ltd. with the Company:
(a) A Scheme of Amalgamation ("the Scheme") of Busbar Systems (India) Ltd. (Busbar) with the Company with effect from
1st April 2016, was sanctioned by the National Company Law Tribunal (“NCLT”), Mumbai Bench, on 23rd August, 2017
and by the National Company Law Tribunal (“NCLT”), Bangalore Bench, on 16th October, 2017 and certified copies
of the Order of the NCLT sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on
28th October, 2017 and with the Registrar of Companies, Bangalore on 26th October, 2017. Accordingly, the
Scheme has been given effect to in the accounts for the year, and the entire undertaking of erstwhile Busbar stands
transferred to and vested in the Company as a going concern and Busbar, without any further act, stands dissolved
without winding up. Busbar was mainly engaged in the business of manufacturing busbars. The amalgamation
was accounted for as specified in the Scheme.

(b) The details of adjustments made in the accounts pursuant to the Scheme are set out below:

Value of Net Assets of Busbar Systems (India) Ltd. taken Rupees


over as at 1st April, 2016 (See Notes below):
Property, Plant and Equipment (Gross Block) 2,63,62,045
Less: Accumulated Depreciation 43,93,016
Property, Plant and Equipment (Net Block) 2,19,69,029
Intangible Assets (Gross Block) 7,56,530
Less: Accumulated Depreciation 3,47,078
Intangible Assets (Net Block) 4,09,452
Total Property, Plant and Equipment 2,23,78,481
Other Financial Assets (Non-Current) 29,11,980
Deferred Tax Asset (Net) 23,04,911
Inventories 8,83,57,881
Trade Receivables 1,53,39,001
Cash and Bank Balances 14,97,95,354
Other Financial Assets (Current) 29,77,504
Other Current Assets 3,03,14,422
Total Assets (A) 31,43,79,534
Less: Liabilities:
Non-Current Liabilities - Provisions 11,04,598
Financial Liabilities
Borrowings 8,94,84,192
Trade Payables 9,28,57,611
Other Current Liabilities 2,84,64,469
Provisions 10,34,539
Current tax liabilities 43,20,910
Total Liabilities (B) 21,72,66,319
Total Value of Net Assets taken over *(A) – (B)+ 9,71,13,215
As per the Order of the Court, adjusted against:
General Reserve 25,37,000
Retained Earnings 9,41,44,314
Other Comprehensive Income (68,099) 9,66,13,215
5,00,000
Less: Book Value of equity shares held by the Company in Busbar written off 22,05,50,000
Balance (22,00,50,000)
Adjusted against: Retained Earnings and General Reserve of Busbar 9,66,81,314
Adjusted as Capital Reserve on Business Combinations 12,33,68,686

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Annual Report and Accounts 2016-17

(c) All assets and liabilities, have been recorded in the books of the Company at the values appearing in the books of
Busbar as at the closing balance sheet as at 31st March, 2016.
(d) With effect from 1st April, 2016, all debts, liabilities, duties and obligations of Busbar as at the close of business on the
date preceding the aforesaid date, whether or not provided in the books of Busbar, and all liabilities which arise or accrue
on or after 1st April, 2016 shall be deemed to be the debts, liabilities, duties and obligations of the Company.
(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant to
the Scheme, in the name of the Company, such asset and liabilities continue to be in the name of Busbar.
(f) The amalgamation of the wholly-owned subsidiary does not entail issue of shares.

(iv) Amalgamation of wholly-owned subsidiary Mercury Manufacturing Company Ltd. with the Company:
(a) A Scheme of Amalgamation ("the Scheme") of Mercury Manufacturing Company Ltd. (MMCL) with the Company
with effect from 1st April 2016, was sanctioned by the National Company Law Tribunal (“NCLT”), Mumbai Bench,
on 23rd August, 2017 and by the National Company Law Tribunal (“NCLT”), Chennai Bench, on 14th September, 2017
and certified copies of the Order of the NCLT sanctioning the Scheme were filed with the Registrar of Companies,
Maharashtra and Chennai on 3rd October, 2017.
Accordingly, the Scheme has been given effect to in the accounts for the year, and the entire undertaking of erstwhile
MMCL stands transferred to and vested in the Company as a going concern and MMCL, without any further act,
stands dissolved without winding up. MMCL was mainly engaged in the business of manufacture and export of steel
furniture. The amalgamation was accounted for as specified in the Scheme.
(b) The details of adjustments made in the accounts pursuant to the Scheme are set out below:
Rupees
Value of Net Assets of Mercury Manufacturing Company Ltd. taken over as at 1st
April, 2016 (See Notes below):
Property, Plant and Equipment (Gross Block) 7,43,01,925
Less: Accumulated Depreciation 82,08,674
Total Property, Plant and Equipment (Net Block) 6,60,93,251
Other Financial Assets (Non-Current) 1,26,851
Other Assets (Non-Current) 25,22,774
Total Non-Current Assets 6,87,42,876
Inventories 4,35,72,759
Trade Receivables 7,41,94,112
Cash and Bank Balances 4,61,40,158
Other Financial Assets (Current) 4,63,683
Other Assets (Current) 41,00,462
Total Assets (A) 23,72,14,050
Less: Liabilities:
Non-Current Liabilities
Deferred Tax Liability (Net) 51,32,309
Provisions 25,47,488
Current Liabilities
Financial Liabilities
Borrowings 2,32,59,748
Trade Payables 2,64,13,886
Other Financial Liabilities 60,31,857
Other Current Liabilities 31,22,508
Provisions 3,62,560
Current Tax Liabilities (Net) 15,92,978
Total Liabilities (B) 6,84,63,334

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Godrej & Boyce Mfg. Co. Ltd.

Rs.
Total Value of Net Assets taken over *(A) – (B)+ 16,87,50,716
Adjusted against:
Capital Redemption Reserve 1,45,00,000
General Reserve 2,40,00,000
Retained Earnings 9,41,55,969
Other Comprehensive Income (14,05,253) 13,12,50,716
3,75,00,000
Less: Book Value of equity shares held by the Company in MMCL written off 12,51,65,103
Balance adjusted against Retained Earnings (8,76,65,103)

(c) All assets and liabilities, have been recorded in the books of the Company at the values appearing in the books of
MMCL as at the closing balance sheet as at 31st March, 2016.
(d) With effect from 1st April, 2016, all debts, liabilities, duties and obligations of MMCL as at the close of business
on the date preceding the aforesaid date, whether or not provided in the books of MMCL, and all liabilities which arise
or accrue on or after 1st April, 2016 shall be deemed to be the debts, liabilities, duties and obligations of the Company.
(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant to
the Scheme, in the name of the Company, such asset and liabilities continue to be in the name of MMCL.
(f) The amalgamation of the wholly-owned subsidiary does not entail issue of shares.

(v) Amalgamation of wholly-owned subsidiary companies, East View Estates Pvt. Ltd., First Rock Infrastructure Pvt. Ltd.
and Miracletouch Developers Pvt. Ltd. with the Company:
(a) A Scheme of Amalgamation ("the Scheme") of East View Estates Pvt. Ltd., First Rock Infrastructure Pvt. Ltd. and
Miracletouch Developers Pvt. Ltd. ("three subsidiaries") with the Company with effect from 1st April 2015,
was sanctioned by the Hon'ble High Court of Judicature at Bombay (“the Court”) on 8th July, 2016 and certified copies
of the Order of the Court sanctioning the Scheme were filed with the Registrar of Companies, Maharashtra on 8th July,
2016. Accordingly, the Scheme has been given effect to in the accounts for the year, and the entire undertaking of the
erstwhile three subsidiaries stands transferred to and vested in the Company as a going concern and the three
subsidiaries, without any further act, stands dissolved without winding up. The three subsidiaries were mainly engaged
in the business of land development.

(b) The details of adjustments made in the accounts pursuant to the Scheme are set out below:
Rupees
Value of Net Assets of the three subsidiaries taken over as East View Estates First Rock Miracletouch Total
at 1st April, 2015 (See Notes below): Pvt. Ltd. Infrastructure Developers Pvt. Ltd.
Pvt. Ltd.
Fixed Assets (Freehold Land) 3,43,49,155 8,20,30,163 6,19,78,315 17,83,57,633
Long-term loans and advances 61,565 61,565
Cash and Cash equivalents 3,25,412 27,668 17,889 3,70,969
Short-term loans and advances 20,331 1,09,289 1,29,620
Total Assets (A) 3,47,36,132 8,20,78,162 6,21,05,493 17,89,19,787
Less: Liabilities:
Short-term borrowings 4,60,42,437 12,36,42,674 9,13,54,069 26,10,39,180
Trade Payables 8,764 132 8,896
Other Current Liabilities 11,236 11,368 22,604
Total Liabilities (B) 4,60,51,201 12,36,53,910 9,13,65,569 26,10,70,680
Total Value of Net Assets taken over *(A) – (B)+ (1,13,15,069) (4,15,75,748) (2,92,60,076) (8,21,50,893)
Less: Book Value of Investments written off (93,85,245) (6,94,07,440) (7,83,84,250) (15,71,76,935)
Balance adjusted against Capital Reserve (2,07,00,314) (11,09,83,188) (10,76,44,326) (23,93,27,828)

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Annual Report and Accounts 2016-17

Notes:
(c) For recording Fixed Assets in the books of the Company at Fair Values:
Freehold Land has been recorded at the carrying value of Rs. 17.84 crore in the books of the three subsidiaries as at
31st March, 2015.
All assets and liabilities, other than the Fixed Assets items mentioned above, have been recorded in the books of the
Company at the values appearing in the books of the three subsidiaries as at the closing balance sheet as at
31st March, 2015. Since these subsidiaries were 100% owned by the Company, there was no issue of shares,
instead, the carrying values of these investments in the book of the Company have been adjusted (as shown above)
against Capital Reserve.
(d) With effect from 1st April, 2015, all debts, liabilities, duties and obligations of the three subsidiaries as at the close of
business on the date preceding the aforesaid date, whether or not provided in the books of the three subsidiaries, and
all liabilities which arise or accrue on or after 1st April, 2015 shall be deemed to be the debts, liabilities, duties and
obligations of the Company.
(e) Pending completion of the relevant formalities for transfer of some of the assets and liabilities, acquired pursuant to the
Scheme, in the name of the Company, such asset and liabilities continue to be in the name of the three subsidiaries.

51. MEMBERS' VOLUNTARY LIQUIDATION PROCEEDINGS OF GODREJ (MALAYSIA) SDN. BHD [G(M)]:
During the financial year 2014-15, as part of the Members' Voluntary Liquidation proceedings of Godrej Malaysia (GM), 12,50,000
shares of Rs.10 each held by G(M) in Mercury Manufacturing Company Ltd. (MMCL) have been acquired by the Company
as distribution in specie. Distribution of assets of G(M) back to the Company as a shareholder in MMCL, would be capital in
nature and be a part of its entitlement as a shareholder. The transfer of the said shares of MMCL was registered on
18th March 2016. Pursuant to the said transfer, MMCL has become a wholly-owned subsidiary of the Company with effect
from 18th March, 2016. The value of other net assets (residual bank balance) amounting to Rs. 0.75 crore was transferred to
the Company on the completion of the liquidation proceedings in Malaysia. The balance amount of Rs. 0.07 crore was
adjusted against Capital Reserve.

52. RELATED PARTY DISCLOSURES

(a) NAMES OF RELATED PARTIES AND NATURE OF RELATIONSHIPS:

(i) Subsidiaries (including step-down subsidiaries):


A. Subsidiaries (with the Company's direct equity holdings in excess of 50%):
1. Godrej Infotech Ltd.
2. Godrej Industries Ltd. (ceased to be a subsidiary with effect from 30th March, 2017)
3. Godrej (Singapore) Pte. Ltd. (a wholly-owned subsidiary incorporated in Singapore)
4. Veromatic International BV (a wholly-owned subsidiary incorporated in the Netherlands)
5. Busbar Systems (India) Ltd (a wholly-owned subsidiary) (amalgamated with the Company with effect from
1st April, 2016.)
6. Mercury Mfg. Co. Ltd. (a wholly-owned subsidiary) (amalgamated with the Company with effect from
1st April, 2016.)
7. Godrej Americas Inc. (a wholly-owned subsidiary incorporated in the USA)
8. India Circus Retail Pvt. Ltd.
9. Sheetak Inc. (incorporated in USA)

B. Jointly-held subsidiaries (where the Company and its subsidiary Godrej Industries Ltd together hold more than
one-half of the equity share capital):
1. Godrej Consumer Products Ltd. (GCPL) (ceased to be a subsidiary with effect from 30th March, 2017)
2. Godrej One Premises Management Pvt. Limited (ceased to be a subsidiary with effect from 30th March, 2017)

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Godrej & Boyce Mfg. Co. Ltd.

The following companies are step-down subsidiaries (where the Company's subsidiaries listed in A and B above,
directly and/or indirectly through one or more subsidiaries, hold more than one-half of equity share capital):
(I) which remain subsidiaries as at 31.03.2017
C. Subsidiaries of Godrej Infotech Ltd.:
1. Godrej Infotech Americas Inc. (a wholly-owned subsidiary incorporated in North Carolina, USA)
2. Godrej Infotech (Singapore) Pte. Ltd. (a wholly-owned subsidiary incorporated in Singapore)
3. LVD Godrej Infotech NV (incorporated in Belgium)
D. Subsidiaries of Godrej (Singapore) Pte. Ltd.:
1. JT Dragon Pte. Ltd. (Incorporated in Singapore)
2. Godrej (Vietnam) Co. Ltd. (Incorporated in Vietnam) (a wholly owned subsidiary of JT Dragon Pte. Ltd.)
E. Joint Ventures:
1. Godrej Consoveyo Logistics Automation Ltd. (formerly Godrej Efacec Automation & Robotics Ltd.)
2. Godrej & Khimji (Middle East) LLC (incorporated in Sultanate of Oman) [a Joint Venture of Godrej (Singapore) Pte. Ltd.]
3. Godrej UEP (Singapore) Pte. Ltd. (Joint venture between Godrej (Singapore) Pte. Ltd. and Urban Electric Power Inc.)
(II) which have ceased to be subsidiaries as at 31.03.2017
F. Subsidiaries of Godrej Industries Ltd.: (ceased to be a subsidiary with effect from 30th March, 2017)
1. Godrej Agrovet Ltd. (GAVL)
2. Godrej Properties Ltd. (GPL)
3. Ensemble Holdings & Finance Ltd.
4. Godrej International Ltd. (incorporated in the Isle of Man)
5. Natures Basket Ltd.
6. Godrej International Trading & Investments Pte Ltd. (incorporated in Singapore)
7. Godrej International Ltd. (incorporated in Labuan, Malaysia)
G. Subsidiaries of GAVL: (ceased to be a subsidiary with effect from 27th March, 2017)
1. Godvet Agrochem Ltd.
2. Astec LifeSciences Ltd. and its subsidiaries
i. Behram Chemicals Pvt. Limited
ii. Astec Europe Sprl
iii. Comercializadora Agricola Agroastrachem Cia Ltda
3. Creamline Dairy Products Ltd. and its subsidiary
i. Nagavalli Milkline Pvt. Ltd.
4. Godrej Seeds and Genetics Ltd. (upto 18th March, 2017)
H. Subsidiaries of GPL: (ceased to be a subsidiary with effect from 30th March, 2017; as GIL ceased to
be a subsidiary on that date)
1. Godrej Fund Management Pte Ltd.
2. Godrej Real Estate Pvt. Ltd.
3. Godrej Buildcon Pvt. Ltd.
4. Godrej Projects Development Pvt. Ltd. (GPDPL)
5. City Star Infraprojects Ltd. (w.e.f. 12th January, 2017)
6. Godrej Garden City Properties Pvt. Ltd.
7. Godrej Real View Developers Pvt. Ltd. (w.e.f.1st September,2016 and upto 28th March, 2017)
8. Godrej Green Homes Ltd.
9. Godrej Home Developers Pvt. Ltd.
10. Godrej Hillside Properties Pvt. Ltd.
11. Godrej Prakriti Facilities Pvt. Limited ( a subsidiary of Happy Highrises Ltd.w.e.f 9th June, 2015)
12. Godrej Investment Advisers Pvt. Limited ( a subsidiary w.e.f 29th October 2015)
13. Godrej Highrises Properties Pvt. Limited ( a subsidiary w.e.f 26th June, 2015)
14. Godrej Genesis Facilities Management Pvt. Limited ( a subsidiary of Happy Highrises Ltd w.e.f 19th February, 2016)
15. Godrej Residency Private Limited (w.e.f. 16th March, 2017)
16. Godrej Skyline Developers Private Limited (w.e.f. 22nd November, 2016)
17. Godrej Vikhroli Properties India Limited (Godrej Vikhroli Properties LLP converted into a Public Limited Company)
18. Prakritiplaza Facilities Management Private Limited (w.e.f. 28th July, 2016)
19. Godrej Century LLP (w.e.f. 14th March, 2017)

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Annual Report and Accounts 2016-17

20. Godrej Green Properties LLP (w.e.f. 27th October, 2016)


21. Godrej Highview LLP (w.e.f. 29th September, 2016)
22. Godrej Projects (Bluejay) LLP (w.e.f. 2nd March, 2017)
23. Godrej Projects (Pune) LLP (w.e.f. 5th February, 2017)
24. Godrej Projects (Soma) LLP (w.e.f. 6th March, 2017)
25. Godrej Skyview LLP (w.e.f. 19th October, 2016)
26. Godrej Land Developers LLP
27. Godrej Developers & Properties LLP
28. Godrej Highrises Realty LLP
29. Godrej Project Developers & Properties LLP
30. Godrej Greenview Housing Pvt. Ltd . (upto 29th June, 2016)
31. Wonder Projects Development Pvt. Ltd. (w.e.f. 18th September, 2016)
32. Pearlite Real Properties Pvt. Ltd. (w.e.f. 2nd September, 2016 and upto 29th March, 2017)
I. Subsidiaries and Sub-subsidiaries of GCPL: (ceased to be a subsidiary with effect from 30th March, 2017)
1. Godrej South Africa (Proprietary) Ltd. [formerly, Rapidol (Pty) Ltd.] (incorporated in South Africa)
2. Godrej Netherlands BV (incorporated in the Netherlands)
3. Godrej UK Ltd. (a subsidiary of Godrej Netherlands BV)
4. Godrej Global Mid East FZE (incorporated in Sharjah, U.A.E.) (a subsidiary of Godrej Consumer Products Holding
(Mauritius) Ltd.)
5. Godrej Consumer Products Mauritius Ltd. ( Incorporated in Mauritius)
6. Godrej Consumer Products Holding (Mauritius) Ltd. (incorporated in Mauritius)
7. Godrej Household Products Lanka (Pvt.) Ltd. (incorporated in Sri Lanka)
8. Godrej Household Products Bangladesh Pvt. Ltd. (incorporated in Bangladesh)
9. Godrej Consumer Products Bangladesh Ltd. (incorporated in Bangladesh)
10. Godrej Mauritius Africa Holdings Ltd. (incorporated in Mauritius)
11. Godrej West Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
12. Godrej Consumer Products (UK) Ltd. (a subsidiary of Godrej UK Ltd.)
13. Godrej Consumer Investments (Chile) Spa, (incorporated in Chile) (a subsidiary of Godrej Netherlands BV)
14. Godrej Mideast Holdings Limited (Incorporated in Dubai) (a 100 % subsidiary of Godrej Indonesia IP Holdings Limited)
(w.e.f. 28th July, 2015)
15. Godrej Holdings (Chile) Limitada, (incorporated in Chile) (a subsidiary of Godrej Consumer Investments (Chile) Spa)
16. Cosmetica Nacional, (incorporated in Chile) (a subsidiary of Godrej Holdings (Chile) Limitada)
17. Plasticos Nacional, (incorporated in Chile) (a subsidiary of Cosmetica Nacional)
18. Kinky Group (Proprietary) Ltd. (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
19. Godrej Nigeria Ltd. (incorporated in Nigeria) (a subsidiary of Godrej Consumer Products Mauritius Ltd.)
20. Indovest Capital Ltd. (incorporated in Malaysia) (a subsidiary of Godrej Consumer Products Holding (Mauritius) Ltd.)
21. Godrej Consumer Products Dutch Cooperatief UA, (incorporated in the Netherlands) (a subsidiary of Godrej Consumer
Products Holding (Mauritius) Ltd.)
22. Godrej Consumer Products (Netherlands) BV (incorporated in the Netherlands) (a subsidiary of Godrej
Consumer Products Dutch Cooperatief UA)
23. Godrej Consumer Holdings (Netherlands) BV (incorporated in the Netherlands) (a subsidiary of Godrej
Consumer Products Dutch Cooperatief UA)
24. PT Megasari Makmur (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
25. PT Intrasari Raya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
26. PT Ekamas Sarijaya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
27. PT Indomas Susemi Jaya (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
28. PT Sarico Indah (incorporated in Indonesia) (a subsidiary of Godrej Consumer Holdings (Netherlands) BV)
29. Panamar Procuccioness S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)
30. Argencos S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)

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Godrej & Boyce Mfg. Co. Ltd.

31. Laboratoria Cuenca S.A. (incorporated in Argentina) (a subsidiary of Godrej Netherlands Argentina BV)
32. Deciral S.A. (incorporated in Uruguay) (a subsidiary of Laboratoria Cuenca S.A.)
33. Issue Group Brazil Ltd. (incorporated in Brazil) (a subsidiary of Godrej Netherlands Argentina BV)
34. Consell S.A . (incorporated in Argentina) (a subsidiary of Laboratoria Cuenca S.A.)
35. Subinite Pty Ltd. (incorporated in South Africa) (a subsidiary of Godrej West Africa Holdings Ltd.)
36. Lorna Nigeria Ltd (incorporated in Nigeria) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
37. Weave IP Holding Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej West Africa Holdings Ltd.)
38. Weave Trading Mauritius Pvt. Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
39. Hair Trading (Offshore) S. A. L. (incorporated in Lebanon) (a subsidiary of Weave Trading Mauritius Pvt Ltd.)
40. Weave Mozambique Limitada (incorporated in Mozambique) (a subsidiary of Godrej West Africa Holdings Ltd.)
41. Godrej East Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Ltd.)
42. Style Industries Ltd. (incorporated in Kenya) (a subsidiary of DGH Phase Two Mauritius Pvt. Ltd.)
43. DGH Phase Two Mauritius (incorporated in Mauritius) (a subsidiary Godrej East Africa Holdings Ltd.)
44. Godrej Tanzania Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products Ltd.)
45. DGH Tanzania Ltd (incorporated in Tanzania) (a subsidiary of Godrej Tanzania Holdings Ltd.)
46. Sigma Hair Ind Ltd. (incorporated in Tanzania) (a subsidiary of DGH Tanzania Ltd.)
47. Weave Ghana Ltd. (incorporated in Ghana) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
48. Godrej Consumer Products US Holding Limited (Incorporated in Mauritius) (w.e.f. 29th March, 2016)
49. Darling Trading Company Mauritius Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa
Holdings Ltd.)
50. Godrej Africa Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
51. Godrej Indonesia IP Holdings Ltd. (incorporated in Mauritius) (a subsidiary of Godrej Consumer Products
Holding (Mauritius) Ltd.)
52. Frika Weave Pty Ltd. (incorporated in South Africa) (a subsidiary of Godrej Mauritius Africa Holdings Ltd.)
53. Belaza Mozambiq LDA (w.e.f 30th April, 2015)
54. Charm Industries Ltd. (w.e.f. 14th August, 2015)
55. Canon Chemicals Ltd.
56. Godrej Hair Weave Nigeria Ltd.
57. Godrej International Trading Company (Sharjah)
58. DGH Angola (name changed from Godrej Megasari Holdings)
59. Godrej Hair Care Nigeria Limited (w.e.f 12th January, 2016)
60. Godrej Household Insecticide Nigeria Ltd. (w.e.f 12th January, 2016)
61. Hair Credentials Zambia Limited (w.e.f 23rd December 2015)
62. Godrej SON Holdings Inc. (Incorporated in USA) (w.e.f. 24th March, 2016)
63. Old Pro International Inc (USD)
64. Strength of Nature LLC (USA)
65. Strength of Nature South Africa Proprietary Limited
66. Style Industries Uganda Limited
67. Weave Senegal Ltd
68. DGH Uganda
69. Godrej Consumer Products International FZCO

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Annual Report and Accounts 2016-17

(ii) Associates over which the Company's Chairman and Managing Director is able to exercise significant influence: Nil

(iii) An investing Associate with a substantial interest in voting power:


1. Godrej Investments Private Ltd. (holds 26.15% of the equity share capital of the Company) (amalgamated with the
Company from the closing of business hours as on 29th March, 2017)

(iv) Other Associates:


A. ASSOCIATES OF GODREJ AND BOYCE MFG. CO. LTD.:
1. Godrej & Boyce Enterprises LLP
2. JNG Enterprise LLP
3. RKN Enterprise LLP
4. ABG Venture LLP
5. NBG Enterprise LLP
6. SVC Enterprise LLP
7. Parazelsus Orient Ltd.
8. Future Factory LLP
9. Urban Electric Power Inc.
10. Proboscis Inc., USA
B. ENTITIES WHICH HAVE CEASED TO BE ASSOCIATES AS AT 31-03-2017:
1. Godrej Property Developers LLP
2. Mosaic Landmarks LLP
3. Dream World Landmarks LLP
4. Oxford Realty LLP
5. Godrej SSPDL Green Acres LLP
6. M S Ramaiah Ventures LLP
7. Oasis Landmarks LLP
8. Godrej Housing Projects LLP
9. Godrej Construction Projects LLP
10. Amitis Developers LLP
11. Caroa Properties LLP
12. Crop Science Advisors LLP
13. Anamudi Real Estates LLP
14. AR Landcraft LLP
15. Bavdhan Rearlty @ Pune 21 LLP
16. Personalitree Academy Ltd.
17. Prakhyat Dewellers LLP
18. Wonder Space Properties Private Limited
19. Wonder City Buildcon Private Limited
20. Godrej Home Constructions Private Limited
21. Godrej Tyson Foods Limited (Joint Venture)
22. ACI Godrej Agrovet Private Limited, Bangladesh (Joint Venture)
23. Al Rahba International Trading LLC, UAE (Limited Liability Company in UAE)
24. Bhabani Blunt Hairdressing Private Limited

(v) Key Managerial Personnel:


(a) Whole-time Directors:
1. Mr. J. N. Godrej, Chairman & Managing Director
2. Mr. V. M. Crishna, Executive Director (Lawkim Motors Group)
3. Mr. P. D. Lam, Executive Director
4. Mr. K. A. Palia, Executive Director (Finance)
5. Mr. A. G. Verma, Executive Director & President

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Godrej & Boyce Mfg. Co. Ltd.

(b) Others:
1. Mr. P. E. Fouzdar, Executive Vice President and Company Secretary
2. Mr. P. K. Gandhi, Chief Financial Officer

(vi) Key Management Personnel and relatives of such personnel:


1. Mr. J. N. Godrej, Chairman and Managing Director
2. Mrs. P. J. Godrej (spouse of Mr. J. N. Godrej)
3. Mr. N. J. Godrej (son of Mr. J. N. Godrej)
4. Ms. R. J. Godrej (daughter of Mr. J. N. Godrej)
5. Mr. V. M. Crishna, Executive Director
6. Mrs. S. G. Crishna (spouse of Mr. V. M. Crishna)
7. Mrs. F. C. Bieri (daughter of Mr. V. M. Crishna)
8. Mrs. N. Y. Holkar (daughter of Mr. V. M. Crishna)

(vii) Post Employment Benefit Trust with whom the Company has transactions:
1. Godrej and Boyce Manufacturing Co. Ltd. Employees' Provident Fund
2. Godrej and Boyce Manufacturing Co. Ltd. Employees' Gratuity Fund
3. Godrej and Boyce Manufacturing Co. Ltd. Managerial Superannuation Fund

(b) PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES: (Rupees in crore)

Current Year Previous Year


Subsidiaries Associates Subsidiaries Associates
[Item (a)(i)] [Items (a)(ii), [Item (a)(i)] [Items (a)(ii), (iii), (iv)
(iii), (iv) and (v)] and (v)]

(i) Transactions carried out with the related parties,


referred to in Items (a) above:
(a) Purchase of Materials/Finished Goods/Services 46.44 11.03 86.72 5.03
(b) Purchase of Fixed Assets 1.64 - - -
(c) Sales, Services Rendered and Other Income 45.86 38.52 83.27 24.84
(d) Dividends Received 68.38 - 136.56 7.48
(e) Common Expenses shared with Subsidiaries 3.20 - 3.27 -
(f) Interest paid on Deposits taken - - - 7.31
(g) Dividends paid - - - 85.17
(h) Unsecured Deposits taken and repaid - - - 230.00
(i) Deposits received and repaid - - - -
(j) Investments purchased 5.00 - 72.29 6.70
(k) Investments sold - - 79.06 -
(l) Trade and other Receivables 1.25 11.13 27.81 257.83
(m) Trade and other Payables 9.11 0.02 7.65 0.46
(n) Loans to subsidiary companies - - 0.08 -
(o) Deposits payable - - 0.69 109.36
(p) Bank Guarantees given against counter-guarantees
given by the Company, outstanding at year-end 12.44 - 10.35 -
(q) Corporate Guarantees given to bankers,
outstanding at year-end 68.13 35.61 70.03 -

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Annual Report and Accounts 2016-17

(Rupees in crore)
Current Year Previous Year

(ii) Transactions carried out with Mr. J. N. Godrej, Chairman & Managing Director
(a) Dividends paid 2.29 15.70
(b) Unsecured Deposits outstanding 15.00 15.00
(c) Interest paid on Deposits taken 1.37 0.37
(iii) Transactions carried out with Mr. V. M. Crishna, Executive Director:
(a) Dividends paid * 0.00 0.01
(b) Unsecured Deposits outstanding 7.00 7.00
(c) Interest paid on Deposits taken 0.64 0.02
(iv) Remuneration paid/payable to Key Managerial Personnel:
(a) Whole-time Directors 21.81 20.10
(b) Other Key Managerial Personnel 3.26 3.08
(v) Transactions carried out with the relatives of Whole-time Directors:
(a) Mrs. P. J. Godrej:
Remuneration 0.27 0.27
Dividend paid 0.00 0.02
(b) Ms. R. J. Godrej (beneficiary of The Raika Godrej Family Trust):
Dividend paid to Mr. J. N. Godrej and others as Trustees of
The Raika Godrej Family Trust 1.25 7.88
Unsecured Deposits outstanding 14.00 -
(c) Mrs. S. G. Crishna:
Remuneration 0.27 0.27
Dividend paid 2.47 16.96
(d) Mrs. F. C. Bieri:
Dividend paid 1.17 7.26
(e) Ms. N. V. Crishna:
Remuneration 1.86 1.39
Dividend paid 1.17 7.26
(f) Mr. N. J. Godrej: (ceased to be a director from 1st October, 2016)
Dividend paid 1.15 7.88

(vi) Contribution to post-employment benefit plans:


(a) Advance received and repaid to the Company by:
1. Godrej and Boyce Manufacturing Co. Ltd. Employees' Provident Fund 23.36 6.28
2. Godrej and Boyce Manufacturing Co. Ltd. Employees' Gratuity Fund 0.57 -
3. Godrej and Boyce Manufacturing Co. Ltd. Managerial Superannuation Fund 0.74 0.02

(b) Towards Employer's contribution:


1. Godrej and Boyce Manufacturing Co. Ltd. Employees' Provident Fund 15.63 13.70
2. Godrej and Boyce Manufacturing Co. Ltd. Employees' Gratuity Fund 1.36 0.70
3. Godrej and Boyce Manufacturing Co. Ltd. Managerial Superannuation Fund 7.00 6.29

(c) Balance payable by the Company to:


1. Godrej and Boyce Manufacturing Co. Ltd. Employees' Provident Fund 1.39 0.70
2. Godrej and Boyce Manufacturing Co. Ltd. Employees' Gratuity Fund 16.99 14.77
3. Godrej and Boyce Manufacturing Co. Ltd. Managerial Superannuation Fund 7.25 6.75

*(Amount less than Rs.50,000)

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Godrej & Boyce Mfg. Co. Ltd.

53. DISCLOSURE IN RESPECT OF JOINT VENTURES


Pursuant to the Indian Accounting Standard (Ind AS 28) – Investments in Associates and Joint Ventures, the disclosures
relating to the Company’s Indian Joint Venture (JV) Godrej Consoveyo Logistics Automation Ltd., (formerly, Godrej Efacec
Automation and Robotics Ltd.) are as follows:
(a) The financial interest of the Company in the JV is by way of equity participation with Consoveyo S.A. (formerly, Efacec
Handling Solutions S.A.) in the ratio of 49:51
(b) The aggregate amounts of assets, liabilities, income and expenses related to the Company’s share in the JV.
(Rupees in crore)
Current Year Previous Year

(i) Assets at close 34.22 32.69


(ii) Liabilities at close 23.88 24.00
(iii) Income 48.74 41.59
(iv) Expenses 46.26 38.47

(c) The JV does not have any contracts remaining to be executed on Capital Account or any contingent liabilities at close.

54. DISCLOSURE IN RESPECT OF LEASES


(a) The Company’s significant leasing arrangements, where the Company is a lessee, are in respect of operating leases for
motor cars, laptop computers and premises (office, godown, show-room, retail store, residential, etc.) occupied by the
Company. The aggregate lease rentals payable by the Company are charged to the Statement of Profit and Loss as Rent
[Note 36(i)], Establishment and Other Expenses [Note 36(j)] and Motor Car and Lorry Expenses [Note 36(l)].
The future minimum lease payments under non-cancellable operating leases in respect of premises, motor cars and
laptop computers, due within a period of one year are estimated at Rs. 21.80 crore (as at 31-3-2016: Rs. 18.71 crore and
as at 31-3-2015: Rs. 25.12 crore), those due later than one year but not later than five years at Rs. 22.04 crore
(as at 31-3-2016: Rs. 24.35 crore and as at 31-3-2015: Rs. 61.38 crore), and those due later than five years at
Rs. 1.01 (as at 31-3-2016: Rs. 1.62 crore and as at 31-3-2015: Rs. 27.76 crore).
(b) Lease income from operating leases where the Company is a lessor, is recognised in the Statement of Profit and Loss.
Initial direct costs incurred specifically to earn revenues from operating leases of fixed assets are charged to the
Statement of Profit and Loss as incurred. These assets pertain to land, commercial/residential premises, forklifts and
vending machines given on lease on varying tenure and other terms.
In respect of assets given on operating leases, the gross book value and the accumulated depreciation at the end of the year,
aggregate to Rs. 397.46 crore and Rs. 94.18 crore, respectively (as at 31-3-2016: Rs. 367.68 crore and Rs.74.40 crore, respectively
as at 31-3-2015: Rs. 343.75 crore and Rs. 54.02 crore, respectively); and the depreciation charge for the year corresponding to
the period of lease rentals, is estimated at Rs. 18.32 crore (for 2015-16: Rs. 16.00 crore and for 2014-15: Rs. 13.63 crore).

The future minimum lease rentals receivable under non-cancellable operating leases within a period of one year are
estimated at Rs. 83.25 crore (as at 31-3-2016: Rs. 29.23 crore and as at 31-3-2015: Rs. 24.92 crore), those due later
than one year but not later than five years at Rs. 72.54 crore (as at 31-3-2016: Rs. 66.37 crore and as at 31-3-2015:
Rs. 94.60 crore), and those due later than five years at Rs. Nil (as at 31-3-2016: Rs. Nil and as at 31-3-2015: Rs. Nil).

55. DISCLOSURE IN RESPECT OF FRAUD


During the year, the Company identified a fraud amounting to about Rs. 19 crore, committed by employees of a line of business
in collusion with third parties. The Company initiated an internal investigation in the matter.
The Company has filed a criminal complaint with appropriate authorities against the individuals involved, and will pursue the
matter further. The Company has taken appropriate measures and has further strengthened internal processes and controls to
prevent such cases.

128
Godrej & Boyce Manufacturing Company Limited

ENCLOSURE 1

Referred to in paragraph 1 of the


Directors' Report

CONSOLIDATED FINANCIAL STATEMENTS


For the year ended 31st March, 2017

129
Godrej & Boyce Mfg. Co. Ltd.

GODREJ & BOYCE MANUFACTURING COMPANY LIMITED


Established 1897
(Incorporated with limited liability on 3rd March, 1932 under the Indian Companies Act, 1913)

CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31st MARCH, 2017

CORPORATE INFORMATION
Board of Directors
JAMSHYD N. GODREJ, Chairman & Managing Director
ADI B. GODREJ
NADIR B. GODREJ
VIJAY M. CRISHNA, Executive Director
KAVAS N. PETIGARA
PRADIP P. SHAH
Ms. ANITA RAMACHANDRAN
PHIROZE D. LAM, Executive Director (upto 31st March, 2017)
KYAMAS A. PALIA, Executive Director (Finance) (upto 31st March, 2017)
ANIL G. VERMA, Executive Director & President
Ms. NYRIKA HOLKAR, Executive Director - Corporate Affairs (from 1st April, 2017)
KEKI M. ELAVIA
NAVROZE J. GODREJ (from 6th November, 2017)

Company Secretary Chief Financial Officer


PERCY E. FOUZDAR PURVEZ K. GANDHI

Auditors
KALYANIWALLA & MISTRY LLP
Chartered Accountants

Bankers
CENTRAL BANK OF INDIA ICICI BANK LTD.
UNION BANK OF INDIA AXIS BANK LTD.
STATE BANK OF INDIA HDFC BANK LTD.
CITIBANK N.A. KOTAK MAHINDRA BANK LTD.
EXPORT-IMPORT BANK OF INDIA
Registered Office and Head Office
Pirojshanagar, Vikhroli, Mumbai 400 079
Telephone: (022) 6796 5656, 6796 5959; Fax: (022) 6796 1518
E-mail: info@godrej.com | Website: http://www.godrej.com

Corporate Identity Number (CIN)


U28993MH1932PLC001828

130
Annual Report and Accounts 2016-17

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF


GODREJ & BOYCE MANUFACTURING COMPANY LIMITED

REPORT ON THE CONSOLIDATED IND AS FINANCIAL STATEMENTS

We have audited the accompanying Consolidated Ind AS Financial Statements of GODREJ & BOYCE MANUFACTURING COMPANY
LIMITED (hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together
referred to as “the Group”) its associates and jointly controlled entities, comprising of the Consolidated Balance Sheet as at March 31,
2017, and the Consolidated Statement of Profit and Loss (including other comprehensive income), the Consolidated Statement of
Cash Flows and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting
policies and other explanatory information (hereinafter referred to as “the Consolidated Ind AS Financial Statements”).

Management's Responsibility for the Consolidated Ind AS Financial Statements


The Holding Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the
Act”) with respect to the preparation of these Consolidated Ind AS Financial Statements that give a true and fair view of the
consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows
and consolidated changes in equity of the Group including its associate in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act, read with relevant rules
issued thereunder. The respective Board of Directors of the companies included in the Group and associate are responsible for
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group
and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the Consolidated Ind AS financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

Auditors' Responsibility
Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be
included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the Consolidated Ind AS Financial Statements in accordance with the Standards on Auditing specified
under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS
Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the consolidated Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated Ind AS Financial
Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by
the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial
statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports
referred to in sub-paragraph (a) to (b) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our
audit opinion on the consolidated Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated Ind AS
Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (consolidated financial position)
of the Company as at March 31, 2017, and its profit (consolidated financial performance including other comprehensive income), its
consolidated cash flows and the consolidated changes in equity for the year ended on that date.

131
Godrej & Boyce Mfg. Co. Ltd.

Emphasis of matter
We draw attention to the following matters in the Notes to the financial statements:
a) Refer note 38(b)(i) whereby the Holding Company has transferred 193,904,681 equity shares of face value of Re. 1/- each in
Godrej Industries Limited to Vora Soaps Limited without consideration. The transfer has been authorized by majority of the
Board of Directors and by the shareholders of the Holding Company. The carrying amount of the investments in the books of the
Company was Rs. 257.77 crore. Had the investment been not transferred the profit for the year would have been higher by
257.77 Crore and retained earnings would have been higher by the same amount.
b) Refer note 38(b)(ii) whereby the Holding Company has transferred 93,500,000 equity shares of face value of Re. 1/- each in
Godrej Consumer Products Limited to Godrej Seed and Genetics Limited without consideration. The transfer has been authorized
by majority of the Board of Directors and by the shareholders of the Holding Company. The carrying amount of the investments
in the books of the Holding Company was Rs. 223.48 Crore. Had the investment been not transferred the profit for the year
would have been higher by 223.48 Crore and retained earnings would have been higher by the same amount.
c) Refer note 1(I)(vi) whereby non-current investments in Subsidiaries, Associates and Joint Ventures are stated at cost (unless
otherwise stated) as per Ind AS 27; however, for any diminution other than temporary in the value of investments, the book
value is reduced to recognise the decline. In cases where these investments are carried at their book values, which are higher
than their fair values, the diminution in the value of such investments is considered to be of a temporary nature, in view of the
Company's long-term financial involvement in such investee companies. No provision is, therefore, considered necessary in the
accounts for diminution in the value of such investments.
d) Refer Note 52(i) to the consolidated Ind AS financial statements, during the year pursuant to the scheme of Amalgamation
approved by the Bombay High Court, Cartini India Ltd. was amalgamated with the Holding Company and was accounted for in
the books of account according to the pooling of interest method under Accounting Standard (AS) 14. The scheme of
amalgamation under Indian Accounting Standard (Ind AS) 103 is to be accounted for in the books of account at acquisition date
fair values. Had the business combination principles been applied and all the identified assets acquired and the liabilities
assumed were measured at their acquisition date fair values and the consideration transferred measured in accordance with this
Ind AS which generally requires acquisition date fair value, the Capital Reserve amounting to Rs. 18.78 Crore would have been
recorded in the books.
Our opinion is not modified in respect of these matters.

Other matters
a) We did not audit the financial statements / financial information of seven subsidiaries, whose consolidated Ind AS financial
statements reflect total assets of Rs. 147.13 crore as at March 31, 2017, total revenues of Rs. 133.28 crore and net cash flows
amounting to Rs. 9.95 crore for the year ended on that date and for an associate whose share of profit is included amounting to
Rs. 0.37 crore, as considered in the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures
included in respect of these subsidiaries; and our report in terms of sub-sections (3) and (11) of section 143 of the Act, in so far as
it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.
b) The consolidated Ind AS financial statements also include the Group’s share of net loss of Rs. 6.19 crore for the year ended March
31, 2017, as considered in the consolidated Ind AS financial statements, in respect of two associates and a subsidiary having
insignificant balances, whose financial statements have not been audited by us. These financial statements are unaudited and
have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to
the amounts and disclosures included in respect of this associate and our report in terms of sub-sections (3) and (11) of section
143 of the Act in so far as it relates to the aforesaid associate, is based solely on such unaudited financial statements. In our
opinion and according to the information and explanations given to us by the Management, these financial statements are not
material to the Group.
Our opinion on the consolidated Ind AS financial statements and our report on Other Legal and Regulatory Requirements below, is not
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the
financial statements certified by the Management.

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Annual Report and Accounts 2016-17

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS


As required by Section143(3) of the Act, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial
statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the
Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Equity dealt with by this report are in
agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial
statements.
d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards (Ind AS)
prescribed under section 133 of the Act, read with relevant rules issued thereunder.
e) On the basis of the written representations received from the Directors of the Holding Company as on March 31, 2017 and taken
on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary
companies, associate companies and its jointly controlled entity incorporated in India, none of the Directors of the Group
companies, its associate companies and jointly controlled entities incorporated in India, is disqualified as on March 31, 2017,
from being appointed as a Director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating
effectiveness of such controls, refer to our separate report in “Annexure A”; and
g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i) The consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position
of the Group, its associates and jointly controlled entities - Refer Note 28(A)(1)(a) to (f) to the consolidated Ind AS financial
statements.
ii) Provisions have been made in the Consolidated Ind AS Financial Statements, as required under applicable laws or Accounting
Standards for material foreseeable losses, if any, on long term contracts, including derivative contracts.
iii) There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by
the Group companies, its associate companies or jointly controlled entities incorporated in India.
iv) The requisite disclosures in the Consolidated Ind AS Financial Statements for holdings as well as dealings in Specified Bank
Notes during the period from November 8, 2016 to December 30, 2016, have been provided with respect to the Holding
Company and its subsidiary companies incorporated in India. However in respect of the Holding Company we are unable to
obtain sufficient and appropriate audit evidence to report on whether the disclosures are in accordance with books of
account maintained and as produced to us by the Management - Refer Note 42 to the consolidated Ind AS financial
statements.

For KALYANIWALLA & MISTRY LLP


CHARTERED ACCOUNTANTS
Firm Registration Number 104607W / W100166

ERMIN K. IRANI
PARTNER
Membership Number: 35646
Mumbai, November 6, 2017.

133
Godrej & Boyce Mfg. Co. Ltd.

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT

Referred to in Para 2(f) ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditor’s Report to the members of
the Company on the Consolidated Ind AS Financial Statements for the year ended March 31, 2017.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of GODREJ & BOYCE MANUFACTURING COMPANY LIMITED
(hereinafter referred to as “the Holding Company”) and its subsidiary companies, its associate companies and jointly controlled
entities, incorporated in India, as of March 31, 2017, in conjunction with our audit of the Consolidated Ind AS Financial Statements of
the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company, its subsidiary companies, its associate companies and jointly controlled
entities, incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Holding Company and its subsidiaries, its associate companies and jointly
controlled entities incorporated in India considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants
of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective
company’s policies, the safeguarding of its 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, as required under the Companies Act, 2013
(“the Act” or “the Companies Act”).

Auditors’ Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Holding Company, its
subsidiaries, its associate companies and jointly controlled entities incorporated in India based on our audit. We conducted our audit
in accordance with the Guidance Note and the Standards on Auditing issued by ICAI and deemed to be prescribed under Section
143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and
if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over
financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the Consolidated Ind AS Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by other auditors in terms of their reports
referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal
financial controls system over financial reporting of the Holding Company, its subsidiaries, its associate companies and jointly
controlled entities incorporated in India.

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Annual Report and Accounts 2016-17

Meaning of Internal Financial Controls over Financial Reporting


A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the consolidated Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting


Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the
internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Holding Company, its subsidiary companies and jointly controlled entities, incorporated in India has maintained, in
all respects, adequate internal financial controls system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established
by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters
Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operatingeffectiveness of the internal financial controls
over financial reporting insofar as it relates to ten subsidiary companies, two associate companies and two jointly controlled
companies, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies
incorporated in India.

For KALYANIWALLA & MISTRY LLP


CHARTERED ACCOUNTANTS
Firm Registration No.: 104607W / W100166

ERMIN K. IRANI
PARTNER
Membership Number: 35646
Mumbai, November 6, 2017.

135
Godrej & Boyce Mfg. Co. Ltd.

GODREJ & BOYCE MANUFACTURING COMPANY LIMITED


CONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2017
(Rupees in crore)
Note As at As at As at
31-03-2017 31-03-2016 01-04-2015
ASSETS
(1) NON-CURRENT ASSETS
(a) Property, Plant and Equipment 2A 1,880.86 4,615.96 3,108.56
(b) Capital Work-in-progress 2A 411.32 636.38 1,075.75
(c) Investment Property 2B 258.97 385.67 313.94
(d) Goodwill 66.90 5,312.85 5,197.87
(e) Other Intangible Assets 2A 3.72 1,017.20 989.02
(f) Intangible Assets under Development 2A 14.45 4.30 7.05
(g) Biological Assets other than bearer plants 2C - 8.87 12.34
(h) Investments Accounted for using the Equity Method 3A 49.54 590.58 532.17
(i) Financial Assets
(i) Other Investments 3B 5,239.75 317.49 387.34
(ii) Trade Receivables 4 7.44 12.50 69.66
(iii) Loans 5 35.51 209.29 196.89
(iv) Other Financial Assets 6 2.56 17.26 16.64
(j) Deferred Tax Assets (Net) 7 15.41 553.91 496.57
(k) Other Non-current Assets 8 17.06 240.26 326.12
8,003.49 13,922.52 12,729.92
(2) CURRENT ASSETS
(a) Inventories 9 2,116.63 7,474.38 6,656.32
(b) Financial Assets
(i) Investments 10 11.27 584.31 774.23
(ii) Trade Receivables 11 2,019.76 3,423.79 2,812.73
(iii) Cash and Cash Equivalents 12 A 77.23 795.75 773.89
(iv) Bank Balances other than (iii) above 12 B 87.62 285.59 476.40
(v) Loans 13 90.45 804.70 649.95
(vi) Other Financial Assets 14 495.42 1,063.57 712.09
2,781.75 6,957.71 6,199.29
(c) Current Tax Assets (net) 59.00 182.19 98.47
(d) Other Current Assets 15 259.42 617.67 593.19
5,216.80 15,231.95 13,547.27
Total Assets 13,220.29 29,154.47 26,277.19
EQUITY AND LIABILITIES
(1) EQUITY
(a) Equity Share Capital 16 6.78 6.63 6.63
(b) Other Equity 17 7,785.47 4,232.06 5,054.12
Equity attributable to equity holders of the parent 7,792.25 4,238.69 5,060.75
(c) Non-controlling interests 7.19 4,939.88 3,573.32
Total Equity 7,799.44 9,178.57 8,634.07

LIABILITIES
(2) NON-CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings 18 1,134.72 5,156.67 4,022.60
(ii) Other Financial Liabilities 19 295.35 362.37 222.06
1,430.07 5,519.04 4,244.66
(b) Provisions 20 70.84 104.34 90.45
(c) Deferred Tax Liabilities (Net) 21 0.15 378.04 313.79
(d) Other Non-Current Liabilities 22 - 14.91 7.73
70.99 1,501.06 6,016.33 4,656.63
(3) CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings 23 1,188.82 6,648.31 5,613.09
(ii) Trade Payables 24 1,116.83 2,993.01 2,803.51
(iii) Other Financial Liabilities 25 793.87 2,512.45 3,002.10
3,099.52 12,153.77 11,418.70
(b) Other Current Liabilities 26 788.46 1,639.38 1,418.98
(c) Provisions 27 31.81 125.25 102.66
(d) Current Tax Liabilities (Net) - 41.17 46.15
3,919.79 13,959.57 12,986.49
Total Equity and Liabilities 13,220.29 29,154.47 26,277.19
Statement of Significant Accounting Policies and
Notes to the Financial Statements 1-61
The accompanying notes are an integral part of the financial statements
As per our Report of even date
For KALYANIWALLA & MISTRY LLP For and on behalf of the Board of Directors
CHARTERED ACCOUNTANTS
Firm Registration No.: 104607W / W100166

ERMIN K. IRANI J. N. GODREJ A. G. VERMA P. K. GANDHI P. E. FOUZDAR


PARTNER Chairman & Executive Director Chief Financial Executive Vice President
Membership No.: 35646 Managing Director & President Officer (Corporate Affairs)
Mumbai, 6th November, 2017 DIN: 00076250 DIN: 02366334 & Company Secretary

136
Annual Report and Accounts 2016-17

GODREJ & BOYCE MANUFACTURING COMPANY LIMITED


CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2017

Note (Rupees in crore)


Current Year Previous Year

I. REVENUE FROM OPERATIONS 29 28,028.73 25,527.90


II. OTHER INCOME 30 263.47 291.81
TOTAL INCOME 28,292.20 25,819.71
III. EXPENSES
(1) Cost of Materials consumed 31 11,992.81 10,382.17
(2) Excise duty 1,132.88 1,058.00
(3) Purchases of Stock-in-Trade 32 3,209.81 3,003.15
(4) Changes in Inventories of Finished Goods, Work-in-Process
and Stock-in-Trade 33 (310.08) (192.78)
(5) Property Development and Construction Expenses 35 1,130.05 1,683.00
(6) Employee Benefits Expense 34 2,623.82 2,438.91
(7) Finance Costs 36 732.81 624.33
(8) Depreciation and Amortization Expense 469.29 379.76
(9) Other Expenses 37 5,146.59 4,718.77
(10) Less: Expenditure transferred to Capital Accounts (55.16) (41.40)
` TOTAL EXPENSES 26,072.82 24,053.91
IV. PROFIT BEFORE SHARE IN PROFIT OF EQUITY ACCOUNTED INVESTEES, EXCEPTIONAL ITEMS AND TAX 2,219.38 1,765.80
V. SHARE IN PROFIT OF EQUITY ACCOUNTED INVESTEES (NET OF INCOME TAX) (446.45) (612.15)
VI. EXCEPTIONAL ITEMS 38 822.92 (363.59)
VII. PROFIT BEFORE TAX 2,595.85 790.06
VIII. TAX EXPENSE
(1) Current tax 662.42 498.98
(2) Prior years' tax adjustments (4.43) 0.87
(3) Deferred tax charge/(credit) (4.36) (44.21)
653.63 455.64
IX. PROFIT FOR THE YEAR 1,942.22 334.42
X. OTHER COMPREHENSIVE INCOME (OCI)
(i) Items that will not be reclassified to Statement of Profit and Loss
(a) Remeasurement of defined employee benefit plans (29.95) (18.28)
(b) Change in fair value of equity instruments through OCI (11.26) (2.78)
(c) Tax on above items 11.77 5.25
(ii) Items that will be reclassified to Statement of Profit and Loss
(a) Exchange differences in translating financial statements of foreign operations (111.89) (83.07)
(b) Deferred gains/(losses) on cash flow hedges 19.47 -
(c) Tax on above items (0.68) -
TOTAL OTHER COMPREHENSIVE INCOME / (LOSS) (122.54) (98.88)
XI. TOTAL COMPREHENSIVE INCOME FOR THE YEAR 1,819.68 235.54
PROFIT FOR THE YEAR ATTRIBUTABLE TO:
Owners of the Company 1,737.09 169.18
Non-controlling interest 205.13 165.23
OTHER COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO:
Owners of the Company (121.80) (97.83)
Non-controlling interest (0.74) (1.05)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO:
Owners of the Company 1,615.29 71.35
Non-controlling interest 204.39 164.18
XII. EARNINGS PER EQUITY SHARE
Basic and Diluted Earnings per Equity Share of Rs. 100 each 39 Rs. 25,604 Rs. 2,552
XIII. Statement of Significant Accounting Policies and
Notes to the Financial Statements 1-61
The accompanying notes are an integral part of the financial statements
As per our Report of even date
For KALYANIWALLA & MISTRY LLP For and on behalf of the Board of Directors
CHARTERED ACCOUNTANTS
Firm Registration No.: 104607W / W100166

ERMIN K. IRANI J. N. GODREJ A. G. VERMA P. K. GANDHI P. E. FOUZDAR


PARTNER Chairman & Executive Director Chief Financial Executive Vice President
Membership No.: 35646 Managing Director & President Officer (Corporate Affairs)
Mumbai, 6th November, 2017 DIN: 00076250 DIN: 02366334 & Company Secretary

137
Godrej & Boyce Mfg. Co. Ltd.

GODREJ & BOYCE MANUFACTURING COMPANY LIMITED


STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31st MARCH, 2017

(a) Equity share capital For the year ended For the year ended Rupees in Crore
31-03-2017 31-03-2016
Balance at the beginning of the year 6.63 6.63
Changes in equity share capital during the year 0.15 -
Balance at the end of the year 6.78 6.63

(b) Other equity


Items of Other Comprehensive Total Other
Reserves & Surplus Income Equity

Compensation Expense

the net defined benefit


Business Combinations

Reserve for Employee

Translation difference
Revaluation Reserve
Redemption Reserve

Options outstanding
Capital Redemption

Remeasurements of
Investment Subsidy

Securities Premium

Legal and Statutory

Revaluation surplus
Translation Reserve

Capital Reserve on

Foreign Operations
Retained earnings

Hedging Reserves
Foreign Currency

Foreign Currency
General Reserve

Capital Reserve

Employee Stock
Special Reserve

Non-controlling
Treasury Stock
Debenture

Reserves
Reserve

Reserve

Reserve

interest

Plans
Particulars

Balance as at 01/04/2015 0.15 1,518.24 447.01 3,031.78 22.23 12.67 - 81.39 (23.36) 3.84 6.30 33.18 (103.79) 22.86 (4.27) 5.89 3,573.32 - - - 8,627.44
-
Profit for the year - - - 169.18 - - - - - - - - - - - - - - - 169.18
Fair valuation of investments -
Other comprehensive income for the year - - - - - - - - - - - - - - - - - (12.42) (2.78) (83.00) (98.20)
Total comprehensive income for the year - - - 169.18 - - - - - - - - - - - - - (12.42) (2.78) (83.00) 70.98

Premium received on allotment of shares - 6.39 - - - - - - - - - - - - - - - - - - - 6.39


Exercise of Share options - - - - - - - - - - - (6.39) - - - - - - - - - (6.39)
Deferred Employee Compensation Expense - - - - - - - - - - - 6.06 - - - - - - - - - 6.06
Cash dividends - - - (623.07) - - - - - - - - - - - - - - - - - (623.07)
Dividend Distribution Tax (DDT) - - - (121.49) - - - - - - - - - - - - - - - - - (121.49)
Dividend Distribution Tax (DDT) credit from subsidiaries - - - 9.75 - - - - - - - - - - - - - - - - - 9.75
Additions on account of acquisitions - - - - - - - - - - - - - - - - - - - - -
Transfer (from) / to Debenture Redemption Reserve - - - 5.64 - (5.64) - - - - - - - - - - - - - - - -
Transfer (from) / to Employee Stock Option Grant - 6.84 - - - - - - - (6.84) - - - - - - - - - -
Transfer (from) / to General Reserve - - (2.52) 2.52 - - - - - - - - - - - - - - - - - -
Amortisation of intangibles as per merger scheme - - (2.86) - - - - - - - - - - - - - - - - - - (2.86)
Exercise of Stock Grant - - - - - - - - - - 13.05 - - - - - - - - - 13.05
Adjustment of Employee Compensation Expense - - - - - - - - - - - - - (11.35) - - - - - - - (11.35)
ESOP shares subscribed - - - - - - - - - - - - 22.52 - - - - - - - - 22.52
Foreign Currency Monetary Item Translation - - - - - - (25.04) - - - - - - - - - - - - - - (25.04)
Income Recognised on Deferral Government Grants - - - (0.36) - - - - - - - - - - - - - - - - (0.36)
Adjustment for Put Option Liability - - - (32.21) - - - - - - - - - - - - - - - - - (32.21)
Transfer (from)/to Special Reserve - - - (0.17) - - - - - 0.17 - - - - - - - - - - - -
Additions during the year - 14.26 - - - - - - - - - - - - - - - - - - - 14.26
Adjustment on acquistion/ deletion and non-controlling
interest - 16.25 55.66 (223.15) 1.45 1.51 2.44 (6.63) - (1.73) - 11.80 - (3.15) 3.24 1,366.56 - - - - 1,224.26
- -
Balance as at 31/03/2016 0.15 1,561.98 497.29 2,218.42 23.68 8.54 (22.60) 74.76 (23.36) 2.28 6.30 50.86 (81.27) 8.36 (1.03) 5.89 4,939.88 (12.42) (2.78) (83.00) 9,171.94

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Annual Report and Accounts 2016-17

(b) Other equity (continued) Rupees in Crore


Total Other
Reserves & Surplus Items of Other Comprehensive Income Equity

Foreign Operations Foreign

Deferred gains/(losses) on
net defined benefit Plans
Employee Stock Options
Debenture Redemption

Non-controlling interest

Remeasurements of the
Compensation Expense
Business Combinations

Reserve for Employee


Revaluation Reserve

Currency Translation
Capital Redemption
Investment Subsidy

Securities Premium

Legal and Statutory

Revaluation surplus
Translation Reserve

Capital Reserve on
Retained earnings

Hedging Reserves
Foreign Currency
General Reserve

cashflow hedges
Capital Reserve

Special Reserve

Treasury Stock
outstanding

difference
Reserves
Reserve

Reserve

Reserve

Reserve
Particulars

Profit for the year - - - 1,737.09 - - - - - - - - - - - - 205.13 - - 1,942.22


Other comprehensive income for the year - - - - - - - - - (17.66) (11.26) (111.89) 18.79 (122.02)
Total comprehensive income for the year - - - 1,737.09 - - - - - - - - - - - - 205.13 (17.66) (11.26) (111.89) 18.79 1,820.20
Adjustments pursuant to business combinations - - 9.42 (107.38) - 1.55 0.00 3.60 - - - - - - - - - 164.17 - - 71.37
Transfer to/(from) Debenture Redemption Reserve - - (20.83) - 20.83 - - - - - - - - - - - - - - - -
Transfer from Investment Subsidy Reserve - - 0.69 - - - - - - - - - - - - - - - - - 0.69
Interim Dividend - - (47.58) - - - - - - - - - - - - - - - - - (47.58)
Dividend Distribution Tax (DDT) - - (9.62) - - - - - - - - - - - - - - - - - (9.62)
Adjustments on consolidation - (1.88) 22.03 833.39 - - 27.45 4.99 - - - - - - 1.40 - 7.19 - - - - 894.56
Adjustments on loss of control of subsidiaries (0.15) (1,540.00) 129.61 2,247.77 (23.68) (8.54) 32.35 (7.05) - (2.28) (6.30) (50.86) 81.27 (8.36) - (5.89) (5,145.01) 22.13 - 194.89 (18.79) (4,108.89)
-
Balance as at 31/03/2017 - 20.10 658.35 6,851.95 - 20.83 38.75 72.70 (19.76) - - - - - 0.37 - 7.19 (7.95) 150.13 - - 7,792.66

As per our Report of even date


For KALYANIWALLA & MISTRY LLP For and on behalf of the Board of Directors
CHARTERED ACCOUNTANTS
Firm Registration No.: 104607W / W100166

ERMIN K. IRANI J. N. GODREJ A. G. VERMA P. K. GANDHI P. E. FOUZDAR


PARTNER Chairman & Executive Director Chief Financial Executive Vice President
Membership No.: 35646 Managing Director & President Officer (Corporate Affairs)
Mumbai, 6th November, 2017 DIN: 00076250 DIN: 02366334 & Company Secretary

139
Godrej & Boyce Mfg. Co. Ltd.

GODREJ & BOYCE MANUFACTURING COMPANY LIMITED


CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31st MARCH, 2017
(Rupees in crore)
Current Year Previous Year
A. CASH FLOWS FROM OPERATING ACTIVITIES
PROFIT BEFORE TAXES 2,595.85 790.06
ADJUSTMENTS FOR:
Depreciation and Amortization 469.29 379.76
Provisions for Doubtful Debts/Advances/Deposits 41.94 23.24
Bad Debts written off 31.44 30.68
Provision for Free Service under Product Warranties 8.72 5.70
Profit on Sale of Investments (Net) (155.19) (31.23)
Profit on Sale of Fixed Assets (Net) (2.83) (6.65)
Interest Income (162.09) (159.40)
Dividend Income (0.53) (0.21)
Interest and Finance Costs 976.51 1,022.40
Adjustments pursuant to business combinations and transfer
of investments in subsidiaries to group companies 1,930.69 -
Others (88.47) (94.10)
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 5,645.32 1,960.24
MOVEMENT IN CURRENT ASSETS AND LIABILITIES:
Inventories 5,357.75 (818.06)
Trade and other Receivables 3,379.32 (1,071.39)
Trade and other Payables (4,572.64) (43.27)
CASH GENERATED FROM/(USED IN) OPERATIONS 9,809.75 27.52
Direct Taxes paid (411.00) (537.43)
NET CASH FROM/(USED IN) OPERATING ACTIVITIES 9,398.75 (509.91)
B. CASH FLOWS FROM INVESTING ACTIVITIES
Fixed Assets acquired 3,462.47 (1,578.18)
Proceeds from Sale of Fixed Assets 7.74 36.70
Sale /(Purchase) of Investments (3,350.99) 1,163.27
Net (Increase) / Decrease in bank deposits 197.97 190.81
Interest Income 162.09 159.40
Dividend Income 0.53 0.21
NET CASH FROM/(USED IN) INVESTING ACTIVITIES 479.81 (27.79)
C. CASH FLOWS FROM FINANCING ACTIVITIES
Issue of Debentures (net of expenses) - 522.09
Working Capital Facilities from Banks (Net) (5,459.49) 1,035.22
Fresh Loans and Deposits taken (1,840.12) 4,530.41
Loans and Deposits repaid (2,263.76) (3,770.94)
Interest and Finance Costs (976.51) (1,022.40)
Dividend paid, including Dividend Distribution Tax (57.20) (734.81)
NET CASH USED IN FINANCING ACTIVITIES (10,597.08) 559.56
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (718.52) 21.86

Cash and Cash Equivalents at the beginning of the year 795.75 773.89
Cash and Cash Equivalents at the end of the year 77.23 795.75
Add: Other Bank Balances (not considered as cash and cash equivalents):
Fixed Deposits with Banks 64.31 238.13
Other Bank Balances (including share in jointly controlled entities) 23.31 47.46
CLOSING CASH AND BANK BALANCES (NOTE 12) 164.85 1,081.34
D. COMPONENTS OF CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
Cash in hand 6.54 12.64
Balances with Banks in Current Accounts 70.69 783.11

140
Annual Report and Accounts 2016-17

NOTES:
1. The Statement of Cash Flow has been prepared under the "Indirect Method" as set out in the Indian Accounting Standard 7 (Ind AS-7)
on "Statement of Cash Flows," and presents cash flows by operating, investing and financing activities.
2. Figures for the previous year have been regrouped/restated wherever necessary to conform to this year's classification.
3. Figures in brackets are outflows/deductions.
4. Cash and cash equivalents for the purposes of this Statement comprise of cash in hand, cash at bank and fixed deposits with
maturity of three months or less.
5. For expenditure on CSR activities, please refer to Note 40.

As per our Report of even date


For KALYANIWALLA & MISTRY LLP For and on behalf of the Board of Directors
CHARTERED ACCOUNTANTS
Firm Registration No.: 104607W / W100166

ERMIN K. IRANI J. N. GODREJ A. G. VERMA P. K. GANDHI P. E. FOUZDAR


PARTNER Chairman & Executive Director Chief Financial Executive Vice President
Membership No.: 35646 Managing Director & President Officer (Corporate Affairs)
Mumbai, 6th November, 2017 DIN: 00076250 DIN: 02366334 & Company Secretary

141
Godrej & Boyce Mfg. Co. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

A. General Information
Godrej & Boyce Manufacturing Company Limited (the Company) incorporated on 3rd March, 1932 is a major company of the
Godrej Group. The Company has diverse business divisions offering a wide range of consumer, office, and industrial products and
related services of the highest quality to customers in India and abroad. The Company is domiciled in India and has its registered
office is at, Pirojshanagar, Vikhroli, Mumbai 400 079.

B. Basis of accounting
These consolidated financial statements as at and for the year ended 31st March, 2017 have been prepared in accordance with
Indian Accounting standards (“Ind AS”) issued under the Companies (Indian Accounting Standards) Rules, 2015 as amended by
the Companies (Indian Accounting Standards) (Amendment) Rules, 2016.
For all periods up to and including the year ended 31st March 2016, the Company prepared its consolidated financial statements
in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph
7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). These consolidated financial statements are the Company’s first Ind AS
financial statements and are covered by Ind AS 101, First-time adoption of Indian Accounting Standards. The transition to Ind AS
has been carried out from the accounting principles generally accepted in India (“Indian GAAP”) which is considered as the
“Previous GAAP” for purposes of Ind AS 101. An explanation of how the transition to Ind AS has affected the Company’s equity
and its net profit is provided in Note 43.
The consolidated financial statements have been prepared on accrual and going concern basis.
The consolidated financial statements of the Company for the year ended 31st March, 2017 were approved for issue in
accordance with the Resolution passed by the Board of Directors, at their meeting held on 6th November, 2017.

C. Operating Cycle
The normal operating cycle in respect of operation relating to under construction real estate project depends on signing of
agreement, size of the project, phasing of the project, type of development, project complexities, approvals needed and
realisation of project into cash and cash equivalents and range from 3 to 7 years. Accordingly, project related assets and
liabilities have been classified into current and non-current based on operating cycle of respective projects. All other assets
and liabilities have been classified into current and non-current based on a period of twelve months.

D. Functional and presentation currency


These consolidated financial statements are presented in Indian rupees, which is the Company’s functional currency. All amounts
have been rounded to the nearest crore, unless otherwise indicated; a crore is equal to ten million.

E. Uses of Estimates and Judgements


The preparation of consolidated financial statements in accordance with Ind AS requires use of estimates and assumptions for
some items, which might have an effect on their recognition and measurement in the balance sheet and statement of profit and
loss. The actual amounts realised may differ from these estimates.
Estimates and assumptions are required in particular for:
(i) Determination of the estimated useful lives of tangible assets and the assessment as to which components of the cost
may be capitalized.
Useful lives of tangible assets are based on the life prescribed in Schedule II of the Companies Act, 2013. In cases, where the
useful lives are different from that prescribed in Schedule II, they are based on technical advice, taking into account the
nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement,
anticipated technological changes, manufacturers’ warranties and maintenance support. Assumptions also need to be made,
when the Company assesses, whether an asset may be capitalised and which components of the cost of the asset may be
capitalised.

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Annual Report and Accounts 2016-17

If management's estimate of the useful life of the fixed asset is shorter than that envisaged in Schedule II, depreciation is
provided at a higher rate based on management’s estimate of the useful life. Accordingly, in respect of the commercial
construction projects, on some items of equipment at the project sites, depreciation is provided at a higher rate based on
useful life of the assets estimated at 5 years, compared to 15 years specified in Schedule II. In respect of additions
to/deductions from the assets, the depreciation on such assets is calculated on a pro rata basis from/upto the month of such
addition/deduction. Assets costing less than Rs. 5,000 are fully depreciated in the year of purchase/acquisition. Leasehold
Land and Buildings are amortised over the period of the lease. The cost of fixed assets not ready for their intended use at the
balance sheet date is disclosed under capital work-in-progress. Intangible assets comprising of Technical Know-how and
Trade Marks are amortised on straight-line basis at the rate of 16.67%; capitalised Computer Software costs relating to the
ERP system, are amortised on straight line basis at the rate of 20%.
(ii) Recognition and measurement of defined benefit obligations
The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial
assumptions include discount rate, trends in salary escalation, vested future benefits and life expectancy. The discount rate
is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity
of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.
(iii) Recognition of deferred tax assets
A deferred tax asset is recognised for all the deductible temporary differences to the extent that it is probable that taxable
profit will be available against which the deductible temporary difference can be utilised. The management assumes that
taxable profits will be available while recognising deferred tax assets.
(iv) Recognition and measurement of other provisions
The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of
resources, and on past experience and circumstances known at the balance sheet date. The actual outflow of resources at a
future date may therefore vary from the figure included in other provisions.
(v) Discounting of long-term financial liabilities
All financial liabilities are required to be measured at fair value on initial recognition. In case of financial liabilities which are
required to subsequently be measured at amortised cost, interest is accrued using the effective interest method.
(vi) Determining whether an arrangement contains a lease
At inception of an arrangement, the Company determines whether the arrangement is or contains a lease. At inception or
on reassessment of an arrangement that contains a lease, the Company separates payments and other consideration
required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. If
the Company concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a
liability are recognised at an amount equal to the fair value of the underlying asset; subsequently, the liability is reduced as
payments are made and an imputed finance cost on the liability is recognised using the Company ’s incremental borrowing
rate. And in case of operating lease, all payments under the arrangement are treated as lease payments.
(vii) Rebates and sales incentives
Rebates are generally provided to distributors or customers as an incentive to sell the Company’s products. Rebates are
based on purchases made during the period by distributor / customer. The Company determines the estimates of rebate
accruals primarily based on the contracts entered into with their distributors / customers and the information received for
sales made by them.
(viii) Fair value of financial instruments
Derivatives are carried at fair value. Derivatives includes Foreign Currency Forward Contracts and Interest Rate Swaps. Fair
valued of Foreign Currency Forward Contracts are determined using the fair value reports provided by the respective
merchant bankers. Fair value of Interest Rate Swaps are determined with respect to current market rate of interest.

F. Standards issued but not effective


In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments)
Rules, 2017, notifying amendments to Ind AS 7, ' Statement of Cash Flows' and Ind AS 102, ' Share-based payment'.
The amendments are applicable to the Company from 1st April, 2017.
The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to
evaluate changes in liabilities arising from financing activities, including both changes arising from cashflows and
non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the

143
Godrej & Boyce Mfg. Co. Ltd.

balance sheet for liabilities arising from financing activities, to meet the disclosure requirement.
The amendment to Ind AS 102 provides specific guidance to measurement of cash-settled awards, modification of
cash-settled awards and awards that include a net settlement feature in respect of withholding taxes. It clarifies
that the fair value of cash-settled awards is determined on the basis consistent with that used for equity-settled
awards. The amendment clarifies that if the terms and conditions of a cash-settled share-based payment transactions
are modified with the result that it becomes an equity-settled share-based payment transaction, the transaction is
accounted for as such from the date of the modification. Further, the amendment requires the award that include
a net settlement feature in respect of withholding taxes to be treated as equity-settled in its entirety. The cash
payment to the tax authority is treated as if it was a part of an equity settlement.
The Company is currently evaluating the effect of the above amendments.

G. Measurement of fair values


The Company ’s accounting policies and disclosures require the measurement of fair values for financial instruments.
The Company has an established control framework with respect to the measurement of fair values. The management regularly
reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing
services, is used to measure fair values, then the management assesses the evidence obtained from the third parties to support
the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which such
valuations should be classified.
When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as
possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows:
Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices).
Level 3 : inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the
fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is
significant to the entire measurement.
The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the
change has occurred.

H. Basis of Consolidation
(i) Subsidiaries
Subsidiaries are all entities (including special purpose entities) that are controlled by the Company. Control exists when the
Group is exposed to, or has the ability to affect those returns through power over the entity. In assessing control, potential
voting rights are considered only if the rights are substantive. The financial statements of subsidiaries are included in these
consolidated financial statements from the date that control commences until the date that control ceases.

The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other
events in similar circumstances. The accounting policies adopted in the preparation of financial statements are consistent
with those of previous year. The financial statements of the Company and its subsidiaries have been combined on a line-by-
line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-
group balances, intra-group transactions and the unrealised profits/ losses, unless cost/revenue cannot be recovered.

The excess of cost to the Group of its investment in subsidiaries, on the acquisition dates over and above the Group’s share
of equity in the subsidiaries, is recognised as ‘Goodwill on Consolidation’ being an asset in the consolidated financial
statements. The said Goodwill is not amortised, however, it is tested for impairment at each Balance Sheet date and the
impairment loss, if any, is provided for. On the other hand, where the share of equity in subsidiaries as on the date of
investment is in excess of cost of investments of the Group, it is recognised as ‘Capital Reserve’ and shown under the head
‘Reserves and Surplus’ in the consolidated financial statements.
Non-controlling interests in the net assets of consolidated subsidiaries is identified and presented in the consolidated
Balance Sheet separately within equity.

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Non-controlling interests in the net assets of consolidated subsidiaries consists of:


(a) The amount of equity attributable to non-controlling interests at the date on which investment in a subsidiary is made;
and
(b) The non-controlling interests share of movements in equity since the date parent subsidiary relationship came into
existence.
The profit and other comprehensive income attributable to non-controlling interests of subsidiaries are shown separately in
the Statement of Profit and Loss and Statement of Changes in Equity.
Upon loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and the
other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in the
consolidated statement of Profit and Loss. If the Group retains any interest in the previous subsidiary, then such interest is
measured at fair value at the date that control is lost and the differential is recognized in Statement of profit or loss.
Subsequently, it is accounted for as an equity-accounted investee depending on the level of influence retained.

(ii) Associates and jointly controlled entities (equity accounted investees)


Associates are those entities over which the Group has significant influence. Significant influence is the power to participate
in the financial and operating policy decisions of the entities but is not control or joint control of those policies. Significant
influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity.

Joint arrangements are those arrangements over which the Group has joint control, established by contractual agreement
and requiring unanimous consent for strategic financial and operating decisions. Investments in associates and jointly
controlled entities are accounted for using the equity method (equity accounted investees) and are initially recognized at
cost. The carrying value of the Group’s investment includes goodwill identified on acquisition, net of any accumulated
impairment losses. The Group does not consolidate entities where the non-controlling interest (“NCI”) holders have certain
significant participating rights that provide for effective involvement in significant decisions in the ordinary course of
business of such entities. Investments in such entities are accounted by the equity method of accounting. When the Group’s
share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-
term investments) is reduced to zero and the recognition of further losses is discontinued except to the extent that the
Group has an obligation or has made payments on behalf of the investee. If the associate or joint venture subsequently
reports profits, the entity resumes recognizing its share of those profits only after its share of the profits equals the share of
losses not recognized.
After application of the equity method, the Group determines whether it is necessary to recognize an impairment loss on its
investment in its associate or joint venture. At each reporting date, the Group determines whether there is objective
evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the
amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying
value, and then recognizes the loss as ‘Share of profit of an associate and a joint venture’ in the statement of profit or loss.

(iii) Acquisition of non-controlling interests


Acquisition of some or all of the non-controlling interest (“NCI”) is accounted for as a transaction with equity holders in their
capacity as equity holders. Consequently, the difference arising between the fair value of the purchase consideration paid
and the carrying value of the NCI is recorded as an adjustment to retained earnings that is attributable to the parent
company. The associated cash flows are classified as financing activities. No goodwill is recognized as a result of such
transactions.

(iv) Business Combination


Business combinations are accounted for using the acquisition accounting method as at the date of the acquisition, which is
the date at which control is transferred to the Group. The consideration transferred in the acquisition and the identifiable
assets acquired and liabilities assumed are recognised at fair values on their acquisition date. Goodwill is initially measured
at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling
interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. The Group
recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at
the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. Consideration transferred
does not include amounts related to settlement of pre-existing relationships. Such amounts are recognised in the Statement
of Profit and Loss.

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Transaction costs are expensed as incurred, other than those incurred in relation to the issue of debt or equity securities.
Any contingent consideration payable is measured at fair value at the acquisition date. Subsequent changes in the fair value
of contingent consideration are recognised in the Statement of Profit and Loss.
In accordance with Ind AS 101 provisions related to first time adoption, the Group has elected to apply Ind AS accounting for
business combinations prospectively from 1st April, 2015. As such, Previous GAAP balances relating to business
combinations entered into before that date, including goodwill, have been carried forward as at the date of transition to Ind
AS.

I. Significant accounting policies


i. Property, plant and equipment
a. Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated
impairment losses.
The cost of an item of property, plant and equipment comprises:
a) its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and
rebates.
b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of
operating in the manner intended by management.
Income and expenses related to the incidental operations, not necessary to bring the item to the location and condition
necessary for it to be capable of operating in the manner intended by management, are recognised in profit or loss.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as
separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
All property, plant and equipment received in exchange for non-monetary assets are measured at fair value unless the
exchange transaction lacks commercial substance or the fair value of neither the asset received nor the asset given up is
reliably measurable. Measurement of an exchange at fair value will result in the recognition of a gain or loss based on the
carrying amount of the asset surrendered. If a fair value can be determined reliably for either the asset received or the asset
given up, then the fair value of the asset given up should be used unless the fair value of the asset received is more clearly
evident. Accordingly, Transferable Development Rights (TDR’s) obtained by the Company in respect of its freehold lands
situated at Mumbai, are carried at fair value of land given up unless the fair value of TDR received is more clearly evident,
and are shown under Freehold Land. Any gain or loss arising from such exchange is immediately recognized in profit and
loss.
Any transfer of such TDR’s / land from fixed asset to inventory is done at cost.
b. Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the
expenditure will flow to the Company.
c. Depreciation
The Company has followed the Straight Line method for charging depreciation on all items of Fixed Assets, at the
rates specified in Schedule II to the Act; these rates are considered as the minimum rates. If management's estimate
of the useful life of the fixed asset is shorter than that envisaged in Schedule II, depreciation is provided at a
higher rate based on management’s estimate of the useful life. Accordingly, in respect of the commercial
construction projects, on some items of equipment at the project sites, depreciation is provided at a higher rate
based on useful life of the assets estimated at 5 years, compared to 15 years specified in Schedule II.
Moreover, in respect of special-purpose machinery used in the contract-manufacturing of precision components and
systems, depreciation is charged over the period of such manufacturing contracts. In respect of
of additions to/deductions from the assets, the depreciation on such assets is calculated on a pro rata basis
from/upto the month of such addition/deduction. Assets costing less than Rs. 5,000 are fully depreciated in the
year of purchase/acquisition. Leasehold Land and Buildings are amortised over the period of the lease. The cost
of fixed assets not ready for their intended use at the balance sheet date is disclosed under capital work-in-progress.

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Intangible assets comprising of Technical Know-how and Trade Marks are amortised on straight-line basis at
the rate of 16.67%; capitalised Computer Software costs relating to the ERP system, are amortised on straight
line basis at the rate of 20%.
ii. Investment properties
a. The Company has elected to continue with the carrying value for all of its investment property as recognised in its Indian
GAAP financial statements as deemed cost at the transition date, viz., 1st April, 2015.
b. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition,
investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.
c. The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the recognition
criteria are met. When significant parts of the investment property are required to be replaced at intervals, the Company
depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognized in
profit or loss as incurred.
d. The Company follows the straight line method for charging depreciation on investment property over estimated useful
lives prescribed in Schedule II to the Companies Act, 2013.
e. Though the Company measures investment property using cost based measurement, the fair value of investment property
is disclosed in the notes.
f. Investment properties are derecognised either when they have been disposed of or when they are permanently
withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net
disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.
iii. Intangible assets and goodwill
a. Recognition and measurement
Intangible assets, including patents and trademarks, which are acquired by the Company and have finite useful lives are
measured at cost less accumulated amortisation and any accumulated impairment losses.
b. Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to
which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in
profit or loss as incurred.
c. Amortisation
Intangible assets are amortised over their estimated useful life on straight line method.
iv. Biological assets
Biological assets are measured at fair value less costs to sell, with any change therein recognized in the consolidated
statement of profit or loss.
v. Impairment of Non-Financial Assets
The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment if any
indication of impairment exists.
If the carrying amount of the assets exceed the estimated recoverable amount, impairment is recognized for such excess
amount. The impairment loss is recognized as an expense in the Consolidated Statement of Profit and Loss, unless the asset
is carried at revalued amount, in which case any impairment loss of the revalued asset is treated as a revaluation decrease to
the extent a revaluation reserve is available for that asset.
Goodwill on business combinations is included in intangible assets. Goodwill is not amortized but it is tested for impairment
annually or more frequently if events or changes in circumstances indicate that it might be impaired. The recoverable
amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash
flows to their present value based on an appropriate discount factor.
When there is indication that an impairment loss recognized for an asset (other than a revalued asset) in earlier accounting
periods which no longer exists or may have decreased, such reversal of impairment loss is recognized in the Consolidated
Statement of Profit and Loss, to the extent the amount was previously charged to the Consolidated Statement of Profit and
Loss. In case of revalued assets, such reversal is not recognized.
vi. Investment in Joint Ventures and Associates
Investments in associates and joint ventures are stated at cost (unless otherwise stated);
however, for any diminution other than temporary in the value of investments, the book value is reduced
to recognise the decline. In cases where these investments are carried at their book values, which are higher than
their fair values, the diminution in the value of such investments is considered to be of a temporary nature, in view

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of the Company's long-term financial involvement in such investee companies. On disposal of investments in
Associates and Jointly controlled entities, the difference between net disposal proceeds and the carrying amounts
are recognized in the Statement of Profit and Loss.
vii. Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
a. Financial assets
(i) Classification:
The Company shall classify financial assets as subsequently measured at amortised cost, fair value through other
comprehensive income or fair value through profit or loss on the basis of its business model for managing the
financial assets and the contractual cash flow characteristics of the financial asset.
(ii) Initial recognition and measurement:
Equity investments
(a) All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for
trading are classified as at FVTPL. For all other equity instruments, the Company classifies the same at FVOCI. The
classification is made on initial recognition and is irrevocable.
(b) All fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of
the amounts from OCI to profit and loss, even on sale of investment. However, the Company may transfer the
cumulative gain or loss within equity.
(c) Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in
the profit and loss.

b. Financial liabilities
(i) Classification
The Company classifies all financial liabilities as subsequently measured at amortised cost, except for financial
liabilities at fair value through profit or loss. Such liabilities, shall be subsequently measured at fair value.
(ii) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans
and borrowings, payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net
of directly attributable and incremental transaction cost.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are
an integral part of the Effective Interest Rate (EIR). The EIR amortisation is included as finance costs in the statement
of profit and loss.
The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts,
financial guarantee contracts and derivative financial instruments.
(iii) Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the
terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognised in the statement of profit or loss.
(c) Derivative financial instruments
The Company uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency
risks . Such derivative financial instruments are initially recognised at fair value on the date on which a derivative
contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets
when the fair value is positive and as financial liabilities when the fair value is negative.
(d) Financial guarantee contracts
Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to
reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in
accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at
fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently,
the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements
of Ind-AS 109 and the amount recognised less cumulative amortisation.

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(e) Offsetting of financial instruments


Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis,
to realise the assets and settle the liabilities simultaneously.
(f) Share Capital
(i) Ordinary equity shares
Incremental costs directly attributable to the issue of ordinary equity shares, are recognized as a deduction from
equity.
(ii) Treasury shares
The Group has created an Employee Stock Options Trust (ESOP) for providing share-based payment to its
employees. The Group uses ESOP as a vehicle for distributing shares to employees under the employee
remuneration schemes. The ESOP buys shares of the respective companies from the market, for giving shares to
employees. The Group treats ESOP as its extension and shares held by ESOP are treated as treasury shares.
Treasury shares are recognized at cost and deducted from equity. No gain or loss is recognized in profit or loss on
the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the
carrying amount and the consideration, if reissued, is recognized in capital reserve. Share options exercised
during the reporting period are deducted from treasury shares.
viii. Inventories
Trade Inventories:
Raw Materials, Loose Tools, Stores, Spares, etc. are valued at lower of weighted average cost and estimated net
realisable value.
Work-in-Process (other than Construction Projects) is valued at lower of estimated cost (consisting of direct
material and direct labour costs plus appropriate factory overheads) and estimated net realisable value.
Finished Goods are valued at lower of average cost and estimated net realisable value; cost includes purchase,
conversion, appropriate factory overheads, any taxes or duties and other costs incurred for bringing the
inventories to their present location and condition. Spares and Components for after-sales service are valued at
lower of average cost and estimated net realisable value.
Obsolete and damaged inventories, and other anticipated losses are adequately provided for, wherever considered
necessary.
Construction Projects:
In respect of the commercial construction projects promoted / developed on the company’s land, construction work-in-
progress is valued at estimated cost consisting of the cost of land (forming part of the project), development, construction
and other related costs.
ix. Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash on hand, bank balances and short-term deposits with an
original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term
deposits, as defined above.
x. Assets held for sale
Non-current assets or disposal groups comprising of assets and liabilities are classified as ‘held for sale’ when all of the
following criteria’s are met: (i) decision has been made to sell. (ii) the assets are available for immediate sale in its present
condition. (iii) the assets are being actively marketed and (iv) sale has been agreed or is expected to be concluded within 12
months of the Balance Sheet date.
Subsequently, such non-current assets and disposal groups classified as held for sale are measured at the lower of its
carrying value and fair value less costs to sell. Non-current assets held for sale are not depreciated or amortised.

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xi. Grants and Subsidies


Grants are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be
complied with.
When the grant relates to an asset, the cost of the asset is shown at gross value and grant thereon is treated as a deferred
grant which is recognized as income in the statement of profit and loss over the period and in proportion in which
depreciation is charged.
Revenue grants are recognized in the statement of profit and loss in the same period as the related cost which they are
intended to compensate are accounted for.
xii. Borrowing costs
Borrowing costs that are directly attributable to the acquisition or construction of an asset that necessarily takes a
substantial period of time to get ready for its intended use are capitalised as part of the cost of that asset till the date it is
ready for its intended use or sale. Other borrowing costs are recognised as an expense in the period in which they are
incurred.
xiii. Provisions, Contingent Liabilities and Contingent Assets
A provision is recognised only when there is a present obligation as a result of a past event that probably requires
an outflow of resources to settle the obligation and in respect of which a reliable estimate can be made. Provision is
not discounted to its present value and is determined based on the best estimate required to settle the obligation at
the balance sheet date. A disclosure for a contingent liability is made when there is a possible obligation or a
present obligation that may, but probably will not, require an outflow of resources. When there is a possible
obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or
disclosure is made.
Provisions and Contingent Liabilities and Contingent Assets are reviewed at each balance sheet date. Contingent assets
and the related income are recognized when it becomes reasonably certain that inflow of economic benefit will arise.
A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the
contract and the expected net cost of continuing with the contract. Before a provision is established, the Company
recognises any impairment loss on the assets associated with that contract.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows
specific to the liability. The unwinding of the discount is recognised as finance cost.
Commitments includes the amount of purchase order (net of advance) issued to parties for completion of assets.

xiv. Revenue Recognition


(a) Sale of goods
The Company recognizes revenues on the sale of products, net of discounts, sales incentives and rebates granted.
Sales are recognised when significant risks and rewards of ownership in the goods are transferred to the buyer.
Revenues are recognized when collectability of the resulting receivable is reasonably assured.
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of
returns and allowances, trade discounts and volume rebates.
(b) Lease Rentals:
The Group has determined that the payments to the lessor are structured to increase in line with expected general
inflation to compensate for the lessor’s expected inflationary cost increases. Accordingly rental income arising from
operating leases on investment properties is accounted for on an accrual basis as per the terms of the lease contract
and is included in revenue in the statement of profit or loss due to its operating nature.
(c) Revenue from construction contracts for industrial products / equipment.
Industrial products/equipment are constructed based on specifically negotiated contracts with customers. Contract
revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive
payments, to the extent that it is probable that they will result in revenue and can be measured reliably.
If the outcome of a construction contract can be estimated reliably, then contract revenue is recognised in profit or
loss in proportion to the stage of completion of the contract. The stage of completion is based on percentage of
actual cost incurred up to the reporting date to the total estimated cost of the contract. Otherwise, contract revenue
is recognised only to the extent of contract costs incurred that are likely to be recoverable.

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Contract expenses are recognised as incurred unless they create an asset related to future contract activity. An
expected loss on a contract is recognised immediately in profit or loss.
(d) Revenue from rendering of services
Revenue from service transactions is recognised as per agreements/arrangements with the customer when the
related services are rendered/provided. If the services under a single arrangement are rendered in different
reporting periods, then the consideration is allocated on a relative fair value basis between the different services.
(e) Sale from multiple element arrangement
Sales of goods and services sometimes involve the provision of multiple elements. In these cases, the Company
determines whether the contract or arrangement contains more than one unit of accounting. If certain criteria are
met, foremost if the delivered element(s) has (have) value to the customer on a stand-alone basis, the arrangement
is separated and the appropriate revenue recognition convention is then applied to each separate unit of accounting.
Generally, the total arrangement consideration is allocated to the separate units of accounting based on their
relative fair values. If the criteria for the separation of units of accounting are not met, revenue is deferred until such
criteria are met or until the period in which the last undelivered element is delivered.
(f) Revenue from Real Estate Transaction:
i. The “Percentage of Completion Method” of accounting is followed where revenue from sale of properties is
recognized in Statement of Profit & Loss in proportion to the actual cost incurred as against the total estimated cost
of projects under execution with the Company on transfer of significant risk and rewards to the buyer. Up to March
31, 2012 revenue was recognised only if the actual project cost incurred is 20% or more of the total estimated project
cost.
ii. Effective April 1, 2012, in accordance with the “Guidance Note on Accounting for Real Estate Transactions (Revised
2012)” (Guidance Note), all projects commencing on or after the said date or projects which have already
commenced, but where the revenue is recognised for the first time on or after the above date, Construction revenue
on such projects have been recognised on percentage of completion method provided the following thresholds have
been met: (a) All critical approvals necessary for the commencement have been obtained; (b) The expenditure
incurred on construction and development costs is not less than 25 percent of the total estimated construction and
development costs; (c) At least 25 percent of the saleable project area is secured by contracts or agreements with
buyers; and (d) At least 10 percent of the agreement value is realized at the reporting date in respect of such
contracts and it is reasonable to expect that the parties to such contracts will comply with the payment terms as
defined in the contracts.
iii. Effective April 1, 2016, construction revenue for all projects commencing on or after the said date or projects
which have already commenced, but where the revenue is recognised for the first time on or after the above date,
have been recognised in accordance with the “Guidance Note on Accounting for Real Estate Transactions (for entities
to whom Ind AS is applicable)”. Principle enunciated in said guidance note is substantially similar to the guidance
note on accounting for real estate transaction issued by the Institute of Chartered Accountants of India (ICAI) in
2012.
iv. Income from operation of commercial complexes is recognised over the tenure of the lease / service agreement.
(g) Loyalty programme
Sales is allocated between the loyalty programme and the other components of the transaction. The amount
allocated to the loyalty programme is deferred, and is recognised as revenue when the Company has fulfilled its
obligations to supply the discounted products under the terms of the programme or when it is no longer probable
that the points under the programme will be redeemed.
(h) Other Operating Revenue and Other Income
Income from processing operations is recognised on completion of production / dispatch of the goods, as per the
terms of contract.
Dividend income, including share of profit in LLP, is recognised when the right to receive the same is established , it is
probable that the economic benefits associated with the dividend will flow to the Group, and the amount of dividend
can be measured reliably.
For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate
(EIR), which is the rate that discounts the estimated future cash payments or receipts through the expected life of
the financial instruments or a shorter period, where appropriate, to the net carrying amount of the financial assets.
Interest income is included in other income in the Statement of Profit and Loss.

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xv. Employee benefits


a. Short term employee benefits (payable wholly within twelve months of rendering the service)
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount
expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of
past service provided by the employee and the obligation can be estimated reliably.
b. Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
The Company’s contributions paid/payable to Managerial Superannuation Fund, Employees’ State Insurance
Scheme, Employees’ Pension Schemes, 1995 and other funds, are determined under the relevant approved
schemes and/or statutes, and are recognised as expense in the Statement of Profit and Loss during the period
in which the employee renders the related service. There are no further obligations other than the
contributions payable to the approved trusts/appropriate authorities.
c. Defined benefit plans
The Company’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating
the amount of future benefit that employees have earned in the current and prior periods, discounting that amount
and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit
credit method.
Re-measurement of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan
assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately
in OCI. Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate,
used to measure the net defined liability (asset), to the net defined liability (asset) at the start of the financial year
after taking into account any changes as a result of contribution and benefit payments during the year. Net interest
expense and other expenses related to defined benefit plans are recognised in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to
past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Company recognises
gains and losses on the settlement of a defined benefit plan when the settlement occurs.
However, the Rules of the Company's Provident Fund (PF) administered by an approved Trust, require that if
the Board of Trustees is unable to pay interest at the rate declared for the Employees’ Provident Fund by the
Government under para 60 of the Employees’ Provident Fund Scheme, 1952, for the reason that the return
on investment is less or for any other reason, then the deficiency shall be made good by the Company.
d. Other long-term employee benefits
The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that
employees have earned in return for their service in the current and prior periods. That benefit is discounted to
determine its present value. Re-measurement are recognised in profit or loss in the period in which they arise. Other
employee benefits include leave encashment/long-term compensated absences schemes.
xvi. Share based payments
Employees of the Group receive remuneration in the form of share based payments in consideration of the services
rendered.
Under the equity settled share based payment, the fair value on the grant date of the awards given to employees is
recognised as ‘employee benefit expenses’ with a corresponding increase in equity over the vesting period. The fair
value of the options at the grant date is calculated based on Black Scholes model. At the end of each reporting
period, apart from the non market vesting condition, the expense is reviewed and adjusted to reflect changes to the
level of options expected to vest. When the options are exercised, the Group issues fresh equity shares.
When the terms of an equity-settled award are modified, an additional expense is recognised for any modification
that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee
as measured at the date of modification.

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xvii. Finance income and finance costs


The Company’s finance income and finance costs include, interest income, interest expense, dividend
income, the foreign currency gain or loss on financial assets and financial liabilities.
Interest income or expense is recognised using the effective interest rate method. Dividend income is recognised in
consolidated statement of profit or loss on the date on which the Group’s right to receive payment is established.
xviii. Foreign currency transactions
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange
rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are
translated into the functional currency at the exchange rate when the fair value was determined. Foreign currency
differences are generally recognised in the consolidated statement of profit or loss. Non-monetary items which are carried
in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the
transaction.
In case of foreign operations whose functional currency is different from the parent company’s functional currency, the
assets and liabilities of such foreign operations, including goodwill and fair value adjustments arising upon acquisition, are
translated to the reporting currency at exchange rates at the reporting date. The income and expenses of such foreign
operations are translated to the reporting currency at the average exchange rates prevailing during the year. Resulting
foreign currency differences are recognized in other comprehensive income/ (loss) and presented within equity as part of
FCTR. When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to the
Consolidated Statement of Profit and Loss.
xix. Cash flow hedges that qualify for hedge accounting
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is
recognized in the other comprehensive income in cash flow hedging reserve within equity, limited to the cumulative change
in fair value of hedged item on a present value basis from the inception of hedge. The gain or loss relating to the effective
portion is recognized immediately in the Consolidated Statement of Profit and Loss.
Amounts accumulated in equity are reclassified to the Consolidated Statement of Profit and Loss in the periods when the
hedged item affects profit or loss.
xx. Income Taxes
Income tax expense comprises current and deferred tax. It is recognised in consolidated statement of profit or loss except to
the extent that it relates to a business combination, or items recognised directly in equity or in OCI.
a. Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or
substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.
Current tax assets and liabilities are offset only if, the Company:
(i) has a legally enforceable right to set off the recognised amounts; and
(ii) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
b. Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

(i) temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss;
(ii) temporary differences related to investments in subsidiaries and associates to the extent that the Group is able to
control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the
foreseeable future; and
(iii) taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to
the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax
assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits
improves.

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Godrej & Boyce Mfg. Co. Ltd.

Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that it has
become probable that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they
reverse, using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the
Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if:
a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and
b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on
the same taxable entity.
Deferred tax asset / liabilities in respect of on temporary differences which originate and reverse during the tax holiday
period are not recognised. Deferred tax assets / liabilities in respect of temporary differences that originate during the tax
holiday period but reverse after the tax holiday period are recognised. Deferred tax assets on unabsorbed tax losses and tax
depreciation are recognised only to the extent that there is virtual certainty supported by convincing evidence of their
realisation and on other items when there is reasonable certainty of realisation. The tax effect is calculated on the
accumulated timing differences at the year-end based on the tax rates and laws enacted or substantially enacted on the
balance sheet date.
Minimum Alternate Tax (MAT) Credit Entitlement is recognised as an asset only when and to the extent there is
convincing evidence that the Company will pay normal income tax during the specified period in which such credit
can be carried forward for set-off. The carrying amount of MAT Credit Entitlement is reviewed at each balance sheet date.
xxi. Leases (where the Company is the lessor)
In determining whether an arrangement is, or contains a lease is based on the substance of the arrangement at the
inception of the lease. The arrangement is, or contains, a lease date if fulfillment of the arrangement is dependent on the
use of a specific asset or assets and the arrangement conveys a right to use the asset, even if that right is not explicitly
specified in the arrangement.
(a) Finance Lease
Agreements are classified as finance leases, if substantially all the risks and rewards incidental to ownership of the leased
asset is transferred to the lessee.
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of
the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant
periodic rate of interest on the remaining balance of the liability.
(b) Operating Leases
Leases of assets under which all the risks and rewards of ownership are effectively retained by the lessor are classified as
operating leases. Lease payments under operating leases are recognized as an expense on a straight line basis over the lease
term, unless such payments are structured to increase in line with expected general inflation to compensate for the lessor’s
expected inflationary cost increase.
( c) Lease Assets
Assets held by the Group under leases that transfer to the Group substantially all of the risks and rewards of ownership are
classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and
the present value of the minimum lease payments. Subsequent to initial recognition, the assets are accounted for in
accordance with the accounting policy applicable to that asset.
Assets held under other leases are classified as operating leases and are not recognised in the Group’s statement of financial
position.
(d) Estate Lease
In its Estate Leasing operations, the assets subject to operating leases are included in investment property. Lease
income is recognised in the Consolidated Statement of Profit and Loss on a straight-line basis over the lease term.
Costs, including depreciation, are recognized as an expense in the Consolidated Statement of Profit and Loss. Initial
direct costs such as legal costs, brokerage costs, etc. are recognised immediately in the Consolidated Statement of
Profit and Loss.
xxii. Product warranty expense under service warranty obligation
In respect of products sold by the Company, which carry a specified warranty, future costs that will be incurred by the
Company in carrying out its contractual warranty obligations are estimated and accounted for on accrual basis.

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Annual Report and Accounts 2016-17

xxiii. Research And Development Expenses:


Revenue expenditure pertaining to research and development is charged to Consolidated Statement of Profit and
Loss under the natural head of expense. Capital expenditure on research and development is shown as addition to
Property, Plant and Equipment (PPE) and depreciation is provided on such PPE as applicable.
xxiv. Earnings per share
Basic and diluted earnings per share is computed by dividing the profit/(loss) after tax by the weighted average
number of equity shares outstanding during the year.
xxv. Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker.

J. Transition to Ind AS reporting


As stated in Note B, the Group's consolidated financial statements for the year ended 31st March, 2017 are the first annual
financial statements prepared in compliance with Ind AS.
The adoption of Ind AS was carried out in accordance with Ind AS 101, using 1st April, 2015 as the transition date. Ind AS 101
requires that all Ind AS standards that are effective for the first Ind AS Financial Statements for the year ended 31st March, 2017,
be applied consistently and retrospectively for all fiscal years presented.
All applicable Ind AS have been applied consistently and retrospectively wherever required. The resulting difference between the
carrying amounts of the assets and liabilities in the consolidated financial statements under both Ind AS and Previous GAAP as of
the Transition Date have been recognized directly in equity at the Transition Date.
In preparing these consolidated financial statements, the Company has availed itself of certain exemptions and exceptions in
accordance with Ind AS 101 as explained below:
(i) Exemptions from retrospective application:
(a) Property, plant and equipment, investment property and intangibles exemption: The Company has elected to apply the
exemption available under Ind AS 101 to continue the carrying value for all of its property, plant and equipment, investment
properties and intangibles as recognised in the consolidated financial statements as at the date of transition to Ind ASs,
measured as per the previous GAAP and use that as its deemed cost as at the date of transition (1st April, 2015).

(b) Derecognition of financial assets and financial liabilities: The Company has opted to apply the exemption available under Ind
AS 101 to apply the derecognition criteria of Ind AS 109 prospectively for the transactions occurring on or after the date of
transition to Ind AS.
(c) Business Combination exemption: The Group has applied the exemption as provided in Ind AS 101, on non-application of Ind
AS 103, "Business Combinations" to business combinations consummated prior to the date of transition (1st April, 2015).
Pursuant to this exemption, goodwill arising from business combination has been stated at the carrying amount under
Previous GAAP.
(d) Share based payment exemption: The Group has elected to apply the share based payment